-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ho6praQX/noQ6pLYB3MLSeXxeCawo0PDYDS3YlDZykQLvyZ/P5FtMO+U+faoiX4Z lubhe/CoQe9/qdDRNCCfKQ== 0000912057-97-010279.txt : 19970327 0000912057-97-010279.hdr.sgml : 19970327 ACCESSION NUMBER: 0000912057-97-010279 CONFORMED SUBMISSION TYPE: SC 13E4 PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 19970326 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WYNNS INTERNATIONAL INC CENTRAL INDEX KEY: 0000108721 STANDARD INDUSTRIAL CLASSIFICATION: GASKETS, PACKAGING AND SEALING DEVICES & RUBBER & PLASTIC HOSE [3050] IRS NUMBER: 952854312 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4 SEC ACT: 1934 Act SEC FILE NUMBER: 005-07582 FILM NUMBER: 97564126 BUSINESS ADDRESS: STREET 1: 500 NORTH STATE COLLEGE BLVD CITY: ORANGE STATE: CA ZIP: 92668 BUSINESS PHONE: 7149383700 MAIL ADDRESS: STREET 1: 500 NORTH STATE COLLEGE BLVD CITY: ORANGE STATE: CA ZIP: 92668 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WYNNS INTERNATIONAL INC CENTRAL INDEX KEY: 0000108721 STANDARD INDUSTRIAL CLASSIFICATION: GASKETS, PACKAGING AND SEALING DEVICES & RUBBER & PLASTIC HOSE [3050] IRS NUMBER: 952854312 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4 BUSINESS ADDRESS: STREET 1: 500 NORTH STATE COLLEGE BLVD CITY: ORANGE STATE: CA ZIP: 92668 BUSINESS PHONE: 7149383700 MAIL ADDRESS: STREET 1: 500 NORTH STATE COLLEGE BLVD CITY: ORANGE STATE: CA ZIP: 92668 SC 13E4 1 SCHEDULE 13E-4 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ SCHEDULE 13E-4 Issuer Tender Offer Statement (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934) WYNN'S INTERNATIONAL, INC. (Name of Issuer and Person Filing Statement) COMMON STOCK (Title of Class of Securities) 983195108 (CUSIP Number of Class of Securities) SEYMOUR A. SCHLOSSER VICE PRESIDENT-FINANCE WYNN'S INTERNATIONAL, INC. 500 NORTH STATE COLLEGE BOULEVARD, SUITE 700 ORANGE, CALIFORNIA 92868 TELEPHONE NO. (714) 938-3700 FAX NO. (714) 938-3739 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person Filing Statement) ____________________ COPY TO: J. JAY HERRON, ESQ. O'MELVENY & MYERS 610 NEWPORT CENTER DRIVE, SUITE 1700 NEWPORT BEACH, CALIFORNIA 92660 TELEPHONE NO. (714) 760-9600 FAX NO. (714) 669-6994 ____________________ MARCH 26, 1997 (Date Tender Offer First Published, Sent or Given to Security Holders) ____________________ CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- Transaction valuation* Amount of filing fee ---------------------- -------------------- $27,500,000 $5,500 - -------------------------------------------------------------------------------- * Calculated solely for purposes of determining the filing fee pursuant to Rule 0-11(b)(1) of the Securities Exchange Act of 1934, based upon the purchase of 1,100,000 shares at the maximum tender offer price of $25.00 per share. / / Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. Amount Previously Paid: N/A Filing Party: N/A Form or Registration No.: N/A Date Filed: N/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER. (a) The Issuer of the securities to which this Issuer Tender Offer Statement on Schedule 13E-4 (this "Statement") relates is Wynn's International, Inc., a Delaware corporation (the "Company"), and the address of its principal executive office is 500 North State College Boulevard, Suite 700, Orange, California 92868. (b) This Statement relates to a tender offer by the Company to purchase up to 1,100,000 shares (or such lesser number of shares as are validly tendered) of its Common Stock, $1.00 par value per share (the "Shares"), at prices, net to the seller in cash, not greater than $25.00 nor less than $22.00 per Share as specified by tendering stockholders, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 26, 1997 (the "Offer to Purchase"), and in the related Letter of Transmittal (which together constitute the "Offer"), copies of which are filed as Exhibits (a)(1) and (a)(2), respectively. The information set forth in the "Introduction," "Section 1. Number of Shares; Proration," "Section 8. Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares," "Section 10. Purpose of the Offer; Certain Effects of the Offer," and "Section 15. Extension of the Offer; Termination; Amendments" of the Offer to Purchase is incorporated herein by reference. (c) The information set forth in "Section 7. Price Range of Shares; Dividends" of the Offer to Purchase is incorporated herein by reference. (d) This Statement is being filed by the Issuer. ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a) The information set forth in "Section 9. Source and Amount of Funds" of the Offer to Purchase is incorporated herein by reference. (b) Not applicable. ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE. (a)-(j) The information set forth in the "Introduction," "Section 8. Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares," "Section 9. Source and Amount of Funds," "Section 10. Purpose of the Offer; Certain Effects of the Offer," "Section 11. Certain Information About the Company" and "Section 12. Effects of the Offer on the Market for Shares; Registration Under the Exchange Act" of the Offer to Purchase is incorporated herein by reference. ITEM 4. INTEREST IN SECURITIES OF THE ISSUER. The information set forth in "Section 8. Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares" of the Offer to Purchase is incorporated herein by reference. ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE ISSUER'S SECURITIES. The information set forth in the "Introduction" and "Section 8. Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares" of the Offer to Purchase is incorporated herein by reference. ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED. The information set forth in the "Introduction" and "Section 16. Fees and Expenses" of the Offer to Purchase is incorporated herein by reference. ITEM 7. FINANCIAL INFORMATION. (a)-(b) The information set forth in "Section 11. Certain Information About the Company" of the Offer to Purchase is incorporated herein by reference, and the financial information for the fiscal years ended December 31, 1995 and December 31, 1996 set forth in Exhibit 13 to the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 1996 is incorporated herein by reference. ITEM 8. ADDITIONAL INFORMATION. (a) Not applicable. (b) The information set forth in "Section 13. Certain Legal Matters; Regulatory Approvals" of the Offer to Purchase is incorporated herein by reference. (c) The information set forth in "Section 12. Effects of the Offer on the Market for Shares; Registration Under the Exchange Act" of the Offer to Purchase is incorporated herein by reference. (d) Not applicable. (e) Reference is hereby made to the Offer to Purchase and the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively, and incorporated in their entirety herein by reference. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. (a)(1) Offer to Purchase, dated March 26, 1997. (a)(2) Letter of Transmittal. (a)(3) Notice of Guaranteed Delivery. 2 (a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(7) Press Release issued by the Company on March 24, 1997. (a)(8) Letter to the Company's stockholders from James Carroll, Chairman of the Board and Chief Executive Officer, and John W. Huber, President and Chief Operating Officer, of the Company, dated March 26, 1997. (b) Not applicable. (c) Not applicable. (d) Not applicable. (e) Not applicable. (f) Not applicable. (g) Financial information for the fiscal years ended December 31, 1995 and December 31, 1996 (Incorporated by reference from Exhibit 13 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996). 3 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. WYNN'S INTERNATIONAL, INC. Dated: March 26, 1997 /s/ Seymour A. Schlosser -------------------------- Seymour A. Schlosser Vice President-Finance 4 INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION - ----------- ----------- (a)(1) Offer to Purchase, dated March 26, 1997 (a)(2) Letter of Transmittal (a)(3) Notice of Guaranteed Delivery (a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (a)(7) Press Release issued by the Company on March 24, 1997 (a)(8) Letter to the Company's stockholders from James Carroll, Chairman of the Board and Chief Executive Officer, and John W. Huber, President and Chief Operating Officer, of the Company, dated March 26, 1997 (g) Financial information for the fiscal years ended December 31, 1995 and December 31, 1996 (Incorporated by reference from Exhibit 13 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996) EX-99.(A)(1) 2 EXHIBIT 99.(A)(1) WYNN'S INTERNATIONAL, INC. OFFER TO PURCHASE FOR CASH UP TO 1,100,000 SHARES OF ITS COMMON STOCK (INCLUDING THE ASSOCIATED JUNIOR PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS) AT A PURCHASE PRICE NOT GREATER THAN $25.00 NOR LESS THAN $22.00 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, APRIL 22, 1997, UNLESS THE OFFER IS EXTENDED. Wynn's International, Inc., a Delaware corporation (the "Company"), hereby invites its stockholders to tender shares of its Common Stock, $1.00 par value per share (the "Shares") (including the associated Junior Participating Preferred Stock Purchase Rights (the "Rights") issued pursuant to the Rights Agreement, dated as of March 3, 1989, as amended, between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent), to the Company at prices, net to the seller in cash, not greater than $25.00 nor less than $22.00 per Share, in increments of $0.25, specified by such stockholders, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which together constitute the "Offer"). Unless the Rights are redeemed by the Company prior to the expiration of the Offer, a tender of Shares will also constitute a tender of the Rights. Unless the context requires otherwise, all references herein to the Shares shall include the Rights. The Company will, upon the terms and subject to the conditions of the Offer, determine a single per Share price (not greater than $25.00 nor less than $22.00 per Share) (the "Purchase Price") that it will pay for Shares properly tendered and not withdrawn pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering stockholders. The Company will select the lowest Purchase Price that will allow it to purchase 1,100,000 Shares (or such lesser number of Shares as are properly tendered and not withdrawn at prices not greater than $25.00 nor less than $22.00 per Share) pursuant to the Offer. All Shares properly tendered at prices at or below the Purchase Price and not withdrawn will be purchased at the Purchase Price, net to the seller in cash, upon the terms and subject to the conditions of the Offer, including the provisions thereof relating to proration and conditional tenders described herein. No separate consideration will be paid for the Rights. The Company will return all Shares not purchased under the Offer, including Shares tendered and not withdrawn at prices greater than the Purchase Price, Shares not purchased because of proration and Shares that were conditionally tendered and not accepted for purchase. THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 6. The Shares are listed and traded on the New York Stock Exchange, Inc. (the "NYSE") under the symbol "WN." On March 24, 1997, the last trading day prior to the announcement of the Offer, the closing price of the Shares as reported on the NYSE Composite Tape was $22.875 per Share. STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES. SEE SECTION 7. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. STOCKHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE TENDERED. THE COMPANY HAS BEEN ADVISED THAT NONE OF ITS DIRECTORS OR EXECUTIVE OFFICERS INTENDS TO TENDER SHARES PURSUANT TO THE OFFER. SEE SECTION 8. ------------------- THE DEALER MANAGER FOR THE OFFER IS: LEHMAN BROTHERS --------- March 26, 1997 IMPORTANT Any stockholder desiring to tender all or any portion of such stockholder's Shares should either (1) complete and sign the Letter of Transmittal (or a facsimile copy thereof) in accordance with the instructions in the Letter of Transmittal, mail or deliver it and any other required documents to Harris Trust Company of New York, the depositary for the Offer (the "Depositary"), and either mail or deliver the stock certificates for such Shares to the Depositary along with the Letter of Transmittal or follow the procedure for book-entry delivery set forth in Section 3, or (2) request such stockholder's broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such stockholder. A stockholder having Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if such stockholder desires to tender such Shares. Stockholders who desire to tender Shares and whose certificates for such Shares are not immediately available or who cannot comply with the procedure for book-entry transfer by the expiration of the Offer must tender such Shares by following the procedures for guaranteed delivery set forth in Section 3. STOCKHOLDERS MUST PROPERLY COMPLETE THE LETTER OF TRANSMITTAL, INCLUDING THE SECTION OF THE LETTER OF TRANSMITTAL RELATING TO THE PRICE AT WHICH THEY ARE TENDERING SHARES, IN ORDER TO EFFECT A PROPER TENDER OF THEIR SHARES. IF A STOCKHOLDER DESIRES TO TENDER SHARES AT MORE THAN ONE PRICE, SUCH STOCKHOLDER MUST COMPLETE A SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE AT WHICH SUCH STOCKHOLDER IS TENDERING SHARES, EXCEPT THAT THE SAME SHARES CANNOT BE TENDERED (UNLESS PROPERLY WITHDRAWN PREVIOUSLY IN ACCORDANCE WITH THE TERMS OF THE OFFER) AT MORE THAN ONE PRICE. Questions and requests for assistance or for additional copies of this Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery may be directed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth on the back cover of this Offer to Purchase. Stockholders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE COMPANY AS TO WHETHER STOCKHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING SHARES PURSUANT TO THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH RECOMMENDATION, INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. TABLE OF CONTENTS
SECTION PAGE - ----------- ----- Introduction...................................................................................... 1 1. Number of Shares; Proration....................................................................... 2 2. Tenders by Owners of Fewer than 100 Shares........................................................ 4 3. Procedure for Tendering Shares; Conditional Tender of Shares...................................... 5 4. Withdrawal Rights................................................................................. 8 5. Purchase of Shares and Payment of Purchase Price.................................................. 9 6. Certain Conditions of the Offer................................................................... 10 7. Price Range of Shares; Dividends.................................................................. 12 8. Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares.............................................................. 12 9. Source and Amount of Funds........................................................................ 14 10. Purpose of the Offer; Certain Effects of the Offer................................................ 14 11. Certain Information About the Company............................................................. 16 12. Effects of the Offer on the Market for Shares; Registration Under the Exchange Act............................................................. 20 13. Certain Legal Matters; Regulatory Approvals....................................................... 20 14. Certain Federal Income Tax Consequences........................................................... 21 15. Extension of the Offer; Termination; Amendments................................................... 24 16. Fees and Expenses................................................................................. 25 17. Miscellaneous..................................................................................... 26
i TO THE HOLDERS OF COMMON STOCK OF WYNN'S INTERNATIONAL, INC.: INTRODUCTION The Company hereby invites its stockholders to tender Shares to the Company at prices, net to the seller in cash, not greater than $25.00 nor less than $22.00 per Share, in increments of $0.25, specified by such stockholders, upon the terms and subject to the conditions set forth in the Offer. Unless the Rights are redeemed by the Company prior to the expiration of the Offer, a tender of Shares will also constitute a tender of the Rights. The Company will, upon the terms and subject to the conditions of the Offer, determine the Purchase Price (not greater than $25.00 nor less than $22.00 per Share) that it will pay for Shares properly tendered and not withdrawn pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering stockholders. The Company will select the lowest Purchase Price that will allow it to purchase 1,100,000 Shares (or such lesser number of Shares as are properly tendered and not withdrawn at prices not greater than $25.00 nor less than $22.00 per Share) pursuant to the Offer. All Shares properly tendered and not withdrawn at prices at or below the Purchase Price prior to the Expiration Date (as defined in Section 1) will be purchased at the Purchase Price, net to the seller in cash, upon the terms and subject to the conditions of the Offer, including the provisions thereof relating to proration and conditional tenders described below. No separate consideration will be paid for the Rights. The Company reserves the right, in its sole discretion, to purchase more than 1,100,000 Shares pursuant to the Offer. See Sections 1 and 15. THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 6. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. STOCKHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE TENDERED. THE COMPANY HAS BEEN ADVISED THAT NONE OF ITS DIRECTORS OR EXECUTIVE OFFICERS INTENDS TO TENDER SHARES PURSUANT TO THE OFFER. SEE SECTION 8. If, prior to the Expiration Date, more than 1,100,000 Shares (or such greater number of Shares as the Company may elect to purchase) are properly tendered and not withdrawn at or below the Purchase Price, the Company will, upon the terms and subject to the conditions of the Offer, accept Shares for purchase first from all Odd Lot Owners (as defined in Section 2) who properly tender all (and do not withdraw any of) their Shares at or below the Purchase Price and then, subject to the conditional tender provisions described in Section 3, on a pro rata basis, if necessary, from all other stockholders whose Shares are properly tendered and not withdrawn at or below the Purchase Price. See Sections 1 and 2. The Company will return all Shares not purchased under the Offer, including Shares tendered and not withdrawn at prices greater than the Purchase Price, Shares not purchased because of proration and Shares that were conditionally tendered and not accepted for purchase. Tendering stockholders will not be obligated to pay brokerage fees or commissions, solicitation fees or, subject to Instruction 7 of the Letter of Transmittal, stock transfer taxes on the Company's purchase of Shares pursuant to the Offer. In addition, the Company will pay the fees and expenses of Lehman Brothers (the "Dealer Manager"), Harris Trust Company of New York (the "Depositary") and D. F. King & Co., Inc. (the "Information Agent") incurred in connection with the Offer. See Section 16. ANY TENDERING STOCKHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY AND SIGN THE SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL (OR, IN THE CASE OF A FOREIGN INDIVIDUAL, FORM W-8 OBTAINABLE FROM THE DEPOSITARY) MAY 1 BE SUBJECT TO REQUIRED FEDERAL INCOME TAX WITHHOLDING OF 31% (30% FOR FOREIGN STOCKHOLDERS) OF THE GROSS PROCEEDS PAYABLE TO SUCH STOCKHOLDER OR OTHER PAYEE PURSUANT TO THE OFFER. SEE SECTIONS 3 AND 14. Over the past several years the Company has generated substantial excess cash. At December 31, 1996, the Company's cash and cash equivalents were approximately $53.3 million. The Company is making the Offer because the Board of Directors believes that, given the Company's cash and cash equivalents, and its anticipated capital requirements for existing operations, the Offer represents the opportunity to return a portion of the Company's cash to the Company's stockholders, permitting them to invest it according to their preferences and objectives. After considering other alternatives, such as retaining all of the excess funds for possible future acquisitions or paying a special cash dividend, the Board of Directors concluded that the Offer was the preferable alternative for enhancing stockholder value. The Company believes that following completion of the Offer, its cash and cash equivalents, projected cash flow from operations and credit available under its lines of credit will be adequate to meet the Company's cash needs for normal operations and anticipated capital expenditures for the foreseeable future. In addition, the Company believes that, in light of the Company's financial position, the consummation of the Offer should not foreclose possible future acquisitions. The Offer gives stockholders the opportunity to sell Shares at prices greater than market prices prevailing prior to announcement of the Offer. The Offer also provides stockholders who are considering a sale of all or a portion of their Shares the opportunity to determine the price or prices (not greater than $25.00 nor less than $22.00 per Share) at which they are willing to sell their Shares and, if any such Shares are purchased pursuant to the Offer, to sell those Shares for cash without the usual transaction costs associated with open-market sales. The Shares are listed and traded on the NYSE under the symbol "WN." On March 24, 1997, the last trading day prior to the announcement of the Offer, the closing price of the Shares as reported on the NYSE Composite Tape was $22.875 per Share. STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES. SEE SECTION 7. Shares acquired by the Company pursuant to the Offer will be treated as treasury shares and, therefore, will be available for subsequent issuance by the Company. Except for the issuance of Shares under the Company's stock option and employee benefit plans, the Company has no current plans for reissuance of the Shares it may acquire pursuant to the Offer or issuance of any other authorized but unissued Shares. As of March 24, 1997, there were 13,714,717 Shares outstanding and 993,691 Shares issuable upon the exercise of outstanding stock options and the vesting of outstanding performance share awards under the Company's stock option and employee benefit plans. The 1,100,000 Shares that the Company is offering to purchase pursuant to the Offer represent approximately 8.0% of the Shares outstanding as of March 24, 1997 and approximately 7.5% of the Shares outstanding as of such date on a fully diluted basis (assuming the exercise of all outstanding stock options and the vesting of all outstanding performance share awards). As of March 24, 1997, the Wynn Foundation (the "Foundation"), of which Wesley E. Bellwood and John D. Borie, directors of the Company, are trustees, owned 818,146 Shares, or approximately 6.0% of the Shares outstanding. The Foundation has advised the Company that it intends to tender 150,000 Shares pursuant to the Offer. If the Company purchases 1,100,000 Shares pursuant to the Offer, including the 150,000 Shares that the Foundation intends to tender, the Foundation would own approximately 5.3% of the outstanding Shares upon completion of the Offer. 1. NUMBER OF SHARES; PRORATION. Upon the terms and subject to the conditions of the Offer, the Company will accept for payment and purchase 1,100,000 Shares or such lesser number of Shares as are properly tendered on or prior to the 2 Expiration Date (and not withdrawn in accordance with Section 4) at a price (determined in the manner set forth below) not greater than $25.00 nor less than $22.00 per Share. The term "Expiration Date" means 12:00 Midnight, New York City time, on Tuesday, April 22, 1997, unless the Company, in its sole discretion, shall have extended the period of time during which the Offer is open, in which event the term "Expiration Date" shall refer to the latest time and date at which the Offer, as so extended by the Company, shall expire. See Section 15 for a description of the Company's right to extend the time during which the Offer is open and to delay, terminate or amend the Offer. See also Section 6. Subject to the purchase of Shares properly tendered and not withdrawn by Odd Lot Owners as set forth in Section 2, if the Offer is oversubscribed, Shares tendered and not withdrawn at or below the Purchase Price prior to the Expiration Date will be subject to proration. The proration period also expires on the Expiration Date. THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 6. The Company will, upon the terms and subject to the conditions of the Offer, determine the Purchase Price (not greater than $25.00 nor less than $22.00 per Share) that it will pay for Shares properly tendered and not withdrawn pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering stockholders. The Company will select the lowest Purchase Price that will allow it to purchase 1,100,000 Shares (or such lesser number as are properly tendered and not withdrawn at prices not greater than $25.00 nor less than $22.00 per Share) pursuant to the Offer. The Company reserves the right, in its sole discretion, to purchase more than 1,100,000 Shares pursuant to the Offer but the Company does not, in any event, intend to purchase more Shares than can be purchased for an aggregate consideration of $30.0 million. If (a) the Company (i) increases or decreases the range of prices at which Shares may be properly tendered, (ii) increases the number of Shares being sought and any such increase in the number of Shares being sought exceeds 2% of the outstanding Shares, or (iii) decreases the number of Shares being sought, and (b) the Offer is scheduled to expire less than ten business days from and including the date that notice of such increase or decrease is first published, sent or given in the manner specified in Section 15, the Offer will be extended for ten business days from and including the date of such notice. For purposes of the Offer, a "business day" means any day other than a Saturday, Sunday or federal holiday and consists of the time period from 12:01 a.m. through 12:00 Midnight, New York City time. The Company expressly reserves the right, in its sole discretion, at any time or from time to time, to extend the period of time during which the Offer is open by giving oral or written notice of such extension to the Depositary and making public announcement thereof. See Section 15. There can be no assurance, however, that the Company will exercise its right to extend the Offer. In accordance with Instruction 5 of the Letter of Transmittal, each stockholder desiring to tender Shares must specify the price or prices (not greater than $25.00 nor less than $22.00 per Share, in increments of $0.25) at which such stockholder is willing to have such stockholder's Shares purchased by the Company. All Shares purchased pursuant to the Offer will be purchased at the Purchase Price, net to the seller in cash. All Shares not purchased pursuant to the Offer, including Shares tendered and not withdrawn at prices greater than the Purchase Price, Shares not purchased because of proration, and Shares that were conditionally tendered and not accepted for purchase, will be returned to the tendering stockholders at the Company's expense (or, in the case of Shares tendered by book-entry transfer, such Shares will be credited to the account maintained with one of the Book-Entry Transfer Facilities (as defined in Section 3) by the participant therein who so delivered such Shares) as promptly as practicable (which, in the event of proration, is expected to be approximately nine NYSE trading days) following the Expiration Date or termination of the Offer. If the number of Shares properly tendered and not withdrawn at or below the Purchase Price prior to the Expiration Date is less than or equal to 1,100,000 Shares (or such greater number of Shares as the 3 Company may elect to purchase pursuant to the Offer), the Company will, upon the terms and subject to the conditions of the Offer, purchase at the Purchase Price all Shares so tendered and not withdrawn. Upon the terms and subject to the conditions of the Offer, if, prior to the Expiration Date, more than 1,100,000 Shares (or such greater number of Shares as the Company elects to purchase) are properly tendered and not withdrawn at or below the Purchase Price, the Company will accept Shares for purchase in the following order of priority: (a) first, all Shares properly tendered and not withdrawn at or below the Purchase Price prior to the Expiration Date by or on behalf of any Odd Lot Owner who: (1) tenders all Shares beneficially owned by such Odd Lot Owner at or below the Purchase Price (partial and conditional tenders will not qualify for this preference); and (2) completes the box captioned "Odd Lots" on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery; and (b) then, after purchase of all of the foregoing Shares, subject to the conditional tender provisions described in Section 3, all other Shares properly tendered and not withdrawn at or below the Purchase Price prior to the Expiration Date on a pro rata basis, if necessary (with adjustments to avoid purchases of fractional Shares). If proration of tendered Shares is required, the Company will determine the final proration factor as promptly as practicable after the Expiration Date. Proration for each stockholder tendering Shares other than Odd Lot Owners shall be based on the ratio of the number of shares tendered by such stockholder to the total number of Shares tendered by all stockholders other than Odd Lot Owners. Although the Company does not expect to be able to announce the final results of such proration until approximately seven NYSE trading days after the Expiration Date, it will announce preliminary results of proration by press release as promptly as practicable after the Expiration Date. Stockholders may obtain such preliminary information from the Dealer Manager or the Information Agent and may be able to obtain such information from their brokers or financial advisors. As described in Section 14, the number of Shares that the Company will purchase from a stockholder may affect the federal income tax consequences to the stockholder of such purchase and therefore may be relevant to a stockholder's decision whether to tender Shares. EACH STOCKHOLDER IS URGED TO CONSULT WITH SUCH STOCKHOLDER'S OWN TAX ADVISOR. 2. TENDERS BY OWNERS OF FEWER THAN 100 SHARES. The Company, upon the terms and subject to the conditions of the Offer, will accept for purchase, without proration, if any, all Shares properly tendered and not withdrawn at or below the Purchase Price prior to the Expiration Date by or on behalf of stockholders who owned beneficially, as of the close of business on March 24, 1997, and who continue to own beneficially as of the Expiration Date, an aggregate of fewer than 100 Shares ("Odd Lot Owners"). See Section 1. To avoid proration, however, an Odd Lot Owner must properly tender at or below the Purchase Price all Shares that such Odd Lot Owner beneficially owns; partial and conditional tenders will not qualify for this preference. This preference is not available to holders of 100 or more Shares, even if such holders have separate stock certificates for fewer than 100 Shares. Any Odd Lot Owner wishing to tender all Shares beneficially owned by such owner free of proration, if any, pursuant to the Offer must complete the box captioned "Odd Lots" in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery. See Section 3. Any Odd Lot Owner whose Shares are purchased pursuant to the Offer not only will avoid the payment of brokerage commissions, but also will avoid any applicable odd lot discounts payable on sales of their Shares on the NYSE. 4 The Company reserves the right, but will not be obligated, to purchase all Shares properly tendered and not withdrawn by any stockholder who has so tendered all Shares beneficially owned of record at or below the Purchase Price and who, as a result of proration, would then beneficially own an aggregate of fewer than 100 Shares. If the Company exercises this right, it will increase the number of Shares that it is offering to purchase in the Offer by the number of Shares purchased through the exercise of such right. 3. PROCEDURE FOR TENDERING SHARES; CONDITIONAL TENDER OF SHARES. PROPER TENDER OF SHARES. For Shares to be properly tendered pursuant to the Offer: (a) a properly completed and duly executed Letter of Transmittal (or facsimile thereof), together with any required signature guarantees, or Agent's Message (as defined below) in connection with a book-entry transfer, and any other documents required by the Letter of Transmittal, must be received on or before the Expiration Date by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase, and either certificates for such Shares to be tendered must be transmitted to and received by the Depositary at one of such addresses or such Shares must be tendered pursuant to the procedures for book-entry transfer described below (and a confirmation of such tender received by the Depositary), in each case by the Expiration Date; or (b) the tendering stockholder must comply with the guaranteed delivery procedure set forth below. AS SPECIFIED IN INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL, EACH STOCKHOLDER DESIRING TO TENDER SHARES PURSUANT TO THE OFFER MUST PROPERLY INDICATE IN THE SECTION CAPTIONED "PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED" IN THE LETTER OF TRANSMITTAL THE PRICE (IN INCREMENTS OF $0.25) AT WHICH SUCH STOCKHOLDER'S SHARES ARE BEING TENDERED; PROVIDED, HOWEVER, THAT AN ODD LOT OWNER MAY CHECK THE BOX IN THE SECTION ENTITLED "ODD LOTS" IN THE LETTER OF TRANSMITTAL INDICATING THAT SUCH ODD LOT OWNER IS TENDERING ALL OF SUCH ODD LOT OWNER'S SHARES AT THE PURCHASE PRICE DETERMINED BY THE COMPANY IN ACCORDANCE WITH THE TERMS OF THE OFFER. STOCKHOLDERS DESIRING TO TENDER SHARES AT MORE THAN ONE PRICE MUST COMPLETE SEPARATE LETTERS OF TRANSMITTAL FOR EACH PRICE AT WHICH SUCH STOCKHOLDERS ARE TENDERING SHARES, EXCEPT THAT THE SAME SHARES CANNOT BE TENDERED (UNLESS PROPERLY WITHDRAWN PREVIOUSLY IN ACCORDANCE WITH THE TERMS OF THE OFFER) AT MORE THAN ONE PRICE. IN ORDER TO PROPERLY TENDER SHARES, ONE AND ONLY ONE PRICE BOX MUST BE CHECKED IN THE APPROPRIATE SECTION ON EACH LETTER OF TRANSMITTAL. CERTIFICATES FOR SHARES, TOGETHER WITH A PROPERLY COMPLETED LETTER OF TRANSMITTAL AND ANY OTHER DOCUMENTS REQUIRED BY THE LETTER OF TRANSMITTAL, MUST BE DELIVERED TO THE DEPOSITARY AND NOT TO THE COMPANY. ANY SUCH DOCUMENTS DELIVERED TO THE COMPANY WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT BE DEEMED TO BE PROPERLY TENDERED. In addition, Odd Lot Owners who tender all their Shares must complete the section entitled "Odd Lots" in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery in order to qualify for the preferential treatment available to Odd Lot Owners as set forth in Section 1. SIGNATURE GUARANTEES AND METHOD OF DELIVERY. No signature guarantee is required on the Letter of Transmittal (i) if the Letter of Transmittal is signed by the registered holder of the Shares exactly as the name of the registered holder appears on the certificate (which term, for purposes of this Section 3, includes any participant in The Depository Trust Company or the Philadelphia Depository Trust Company (collectively, the "Book-Entry Transfer Facilities") whose name appears on a security position listing as the holder of the Shares) tendered therewith, and payment and delivery are to be made directly to such 5 registered holder at such holder's address shown on the records of the Company, or (ii) if Shares are tendered for the account of a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of a recognized Medallion Program approved by The Securities Transfer Association Inc. (each such entity being hereinafter referred to as an "Eligible Institution"). In all other cases, all signatures on the Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If a certificate representing Shares is registered in the name of a person other than the signer of a Letter of Transmittal, or if payment is to be made, or certificates for Shares not purchased or tendered are to be issued, to a person other than the registered holder, the certificate must be endorsed or accompanied by an appropriate stock power, in either case signed exactly as the name of the registered holder appears on the certificate, with the signature on the certificate or stock power guaranteed by an Eligible Institution. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of certificates for such Shares (or a timely confirmation of a book-entry transfer of such Shares into the Depositary's account at one of the Book-Entry Transfer Facilities), a properly completed and duly executed Letter of Transmittal (or facsimile thereof), together with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and any other documents required by the Letter of Transmittal. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING STOCK CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. FEDERAL INCOME TAX BACKUP WITHHOLDING. Unless an exemption applies under the applicable law and regulations concerning "backup withholding" of federal income tax, the Depositary will be required to withhold, and will withhold, 31% of the gross proceeds otherwise payable to a stockholder or other payee pursuant to the Offer unless the stockholder or other payee provides such person's taxpayer identification number (social security number or employer identification number) and certifies that such number is correct. Each tendering stockholder, other than a noncorporate foreign stockholder, should complete and sign the main signature form and the Substitute Form W-9 included as part of the Letter of Transmittal, so as to provide the information and certification necessary to avoid backup withholding, unless an applicable exemption exists and is proved in a manner satisfactory to the Company and the Depositary. Noncorporate foreign stockholders should generally complete and sign a Form W-8, Certificate of Foreign Status, a copy of which may be obtained from the Depositary, in order to avoid backup withholding. In the case of any foreign stockholder, the Depositary will withhold 30% of the purchase price of Shares purchased from such stockholder in order to satisfy certain federal withholding requirements, unless such foreign stockholder proves in a manner satisfactory to the Company and the Depositary that: (i) the sale of its Shares pursuant to the Offer will qualify as a sale or exchange (and not as a dividend) for federal income tax purposes (see Section 14), in which case no withholding will be required, (ii) the foreign stockholder is eligible, under a tax treaty, for a reduced rate of withholding with respect to dividend income, in which case the Depositary will withhold at the reduced treaty rate, or (iii) the foreign stockholder is exempt from withholding because the gross proceeds are effectively connected with the conduct of a trade or business by the foreign stockholder within the United States. Each stockholder should consult his or her own tax advisor as to whether such stockholder is subject to or exempt from federal income tax withholding. For a discussion of certain other federal income tax consequences to tendering stockholders, see Section 14. BOOK-ENTRY DELIVERY. The Depositary will establish an account with respect to the Shares at each of the Book-Entry Transfer Facilities for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in a Book-Entry Transfer Facility system may make book-entry delivery of the Shares by causing such facility to transfer such Shares into the Depositary's account in accordance with such facility's procedure for such transfer. Even though delivery 6 of Shares may be effected through book-entry transfer into the Depositary's account at one of the Book-Entry Transfer Facilities, a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof), together with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and other required documents, must, in any case, be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the guaranteed delivery procedure set forth below must be followed. The term "Agent's Message" means a message transmitted by a Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of the book-entry confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering the Shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that the Company may enforce such agreement against such participant. DELIVERY OF THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS TO THE COMPANY OR ONE OF THE BOOK-ENTRY TRANSFER FACILITIES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY AND WILL NOT CONSTITUTE A PROPER TENDER. GUARANTEED DELIVERY. If a stockholder desires to tender Shares pursuant to the Offer and such stockholder's certificates are not immediately available (or the procedures for book-entry transfer cannot be completed on a timely basis) or time will not permit all required documents to reach the Depositary by the Expiration Date, such Shares may nevertheless be tendered provided that all of the following conditions are satisfied: (a) such tender is made by or through an Eligible Institution; (b) the Depositary receives (by hand, mail, telegram or facsimile transmission), prior to the Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery (indicating the price at which the Shares are being tendered) substantially in the form the Company has provided with this Offer to Purchase (with any required signature guarantees); and (c) the certificates for all tendered Shares in proper form for transfer (or confirmation of book-entry transfer of such Shares into the Depositary's account at one of the Book-Entry Transfer Facilities), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), together with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and any other documents required by the Letter of Transmittal, are received by the Depositary no later than 5:00 p.m., New York City time, on the third NYSE trading day after the date of execution of the Notice of Guaranteed Delivery. DETERMINATION OF VALIDITY; REJECTION OF SHARES; WAIVER OF DEFECTS; NO OBLIGATION TO GIVE NOTICE OF DEFECTS. All questions as to the number of Shares to be accepted, the Purchase Price to be paid therefor, the form of documents and the validity, form, eligibility (including the time of receipt) and acceptance for payment of any tender of Shares will be determined by the Company, in its sole discretion, which determination shall be final and binding on all parties. The Company reserves the absolute right to reject any or all tenders it determines not to be in proper form or the acceptance of or payment for which may, based on the advice of the Company's counsel, be unlawful. The Company also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in the tender of any particular Shares, and the Company's interpretation of the terms of the Offer (including the instructions in the Letter of Transmittal) shall be final and binding on all parties. No tender of Shares will be deemed to be properly made until all defects and irregularities have been cured or waived. None of the Company, the Dealer Manager, the Depositary, the Information Agent or any other person is or will be obligated to give notice of any defects or irregularities in tenders, and none of them will incur any liability for failure to give such notice. RULE 14e-4. It is a violation of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for a person (directly or indirectly) to tender Shares for such person's own account unless, at the time of tender and at the end of the proration period (including any extension 7 thereof), the person so tendering (i) has a net long position equal to or greater than the amount of (x) Shares tendered or (y) other securities immediately convertible into, exercisable, or exchangeable for the amount of Shares tendered and will acquire such Shares for tender by conversion, exercise or exchange of such other securities, and (ii) will cause such Shares to be delivered in accordance with the terms of the Offer. Rule 14e-4 provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. The tender of Shares pursuant to any one of the procedures described above will constitute the tendering stockholder's acceptance of the terms and conditions of the Offer as well as the tendering stockholder's representation and warranty that (i) such stockholder has a net long position in the Shares being tendered within the meaning of Rule 14e-4 and (ii) the tender of such Shares complies with Rule 14e-4. The Company's acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering stockholder and the Company upon the terms and subject to the conditions of the Offer, including the tendering stockholder's representations for purposes of Rule 14e-4. CONDITIONAL TENDER OF SHARES. Under certain circumstances and subject to the exceptions set forth in Section 2, the Company may prorate the number of Shares purchased pursuant to the Offer. See Section 1. As discussed in Section 14, the number of Shares to be purchased from a particular stockholder might affect the tax treatment of such purchase to such stockholder and such stockholder's decision whether to tender. EACH STOCKHOLDER IS URGED TO CONSULT WITH SUCH STOCKHOLDER'S OWN TAX ADVISOR. A stockholder may tender Shares subject to the condition that a specified minimum number of such holder's Shares tendered pursuant to a Letter of Transmittal or, if applicable, a Notice of Guaranteed Delivery must be purchased if any such Shares so tendered are purchased, and any stockholder desiring to make such a conditional tender must so indicate in the box captioned "Conditional Tender" in such Letter of Transmittal or Notice of Guaranteed Delivery. Any tendering stockholders wishing to make a conditional tender must calculate and appropriately indicate such minimum number of Shares. If the effect of accepting tenders on a pro rata basis would be to reduce the number of Shares to be purchased from any stockholder (tendered pursuant to a Letter of Transmittal or Notice of Guaranteed Delivery) below the minimum number so specified, such tender will automatically be regarded as withdrawn (except as provided in the next paragraph) and all Shares tendered by such stockholder pursuant to such Letter of Transmittal or Notice of Guaranteed Delivery will be returned as promptly as practicable thereafter. If conditional tenders, which would otherwise be so regarded as withdrawn, would cause the total number of Shares to be purchased to fall below 1,100,000, then, to the extent feasible, the Company will select enough of such conditional tenders that would otherwise have been so withdrawn to permit the Company to purchase 1,100,000 Shares (or such greater number of Shares as the Company may elect to purchase). In selecting among such conditional tenders, the Company will select by lot and will limit its purchase in each case to the minimum number of Shares designated by the stockholder in the applicable Letter of Transmittal or Notice of Guaranteed Delivery as a condition to such stockholder's tender. 4. WITHDRAWAL RIGHTS. Except as otherwise provided in this Section 4, the tender of Shares pursuant to the Offer is irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment by the Company, may also be withdrawn after 12:00 Midnight, New York City time, on May 20, 1997. For a withdrawal to be effective, the Depositary must timely receive (at one of its addresses set forth on the back cover of this Offer to Purchase) a written, telegraphic or facsimile transmission notice of withdrawal. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn, the price(s) at which they were tendered, and, if different from that of the person who tendered such Shares, the name of the registered owner of such 8 Shares. If the certificates have been delivered or otherwise identified to the Depositary, then, prior to the release of such certificates, the tendering stockholder must also submit the serial numbers shown on the particular certificates evidencing the Shares to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution (except in the case of Shares tendered by an Eligible Institution). If Shares have been tendered pursuant to the procedure for book-entry transfer set forth in Section 3, the notice of withdrawal must specify the name and the number of the account at the applicable Book-Entry Transfer Facility to be credited with the withdrawn Shares and otherwise comply with the procedures of such facility. Any purported notice of withdrawal that lacks any of the required information will not be an effective withdrawal of a tender previously made. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Company in its sole discretion, which determination shall be final and binding on all parties. None of the Company, the Dealer Manager, the Depositary, the Information Agent or any other person is or will be obligated to give notice of any defects or irregularities in any notice of withdrawal, and none of them will incur any liability for failure to give such notice. Any Shares properly withdrawn will thereafter be deemed not properly tendered for purposes of the Offer. Withdrawn Shares may, however, be retendered prior to the Expiration Date by again following any of the procedures described in Section 3. If the Company extends the period of time during which the Offer is open, is delayed in its purchase of Shares or is unable to purchase Shares pursuant to the Offer for any reason, then, without prejudice to the Company's rights under the Offer, the Depositary may, subject to applicable law, retain on behalf of the Company all tendered Shares, and such Shares may not be withdrawn except to the extent tendering stockholders are entitled to withdrawal rights as described in this Section 4, subject to Rule 13e-4(f)(5) under the Exchange Act, which provides that the issuer making a tender offer shall either pay the consideration offered or return the tendered securities promptly after the termination or withdrawal of the tender offer. 5. PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE. Upon the terms and subject to the conditions of the Offer, the Company will determine the Purchase Price it will pay for Shares properly tendered and not withdrawn, taking into account the number of Shares tendered and the prices specified by tendering stockholders, and will accept for payment (and thereby purchase), subject to the proration and conditional tender provisions of the Offer, Shares properly tendered and not withdrawn at or below the Purchase Price as promptly as practicable after the Expiration Date. For purposes of the Offer, the Company will be deemed to have accepted for payment (and thereby purchased), subject to proration and conditional tenders, Shares which are properly tendered and not withdrawn at or below the Purchase Price when, as and if the Company gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, the Company will purchase and pay the Purchase Price for 1,100,000 Shares (subject to increase or decrease as provided in Section 1 and Section 15) or such lesser number of Shares as are properly tendered and not withdrawn at prices not greater than $25.00 nor less than $22.00 per Share, as promptly as practicable after the Expiration Date. In the event of proration, the Company will determine the proration factor and pay for those tendered Shares accepted for payment as promptly as practicable after the Expiration Date. The Company, however, does not expect to be able to announce the final results of any such proration until approximately seven NYSE trading days after the Expiration Date. Certificates for all Shares not purchased pursuant to the Offer, including Shares tendered and not withdrawn at prices greater than the Purchase Price, Shares not purchased because of proration, and Shares that were conditionally tendered and not accepted for purchase, will be returned to the tendering stockholders at the Company's expense (or, in the case of Shares tendered by book-entry transfer, such Shares will be credited to the account maintained with one of the Book-Entry Transfer Facilities by the participant therein who so delivered such Shares) as promptly as practicable (which, in the event of proration, is expected to be approximately nine NYSE trading days) following the Expiration Date or termination of the Offer. 9 Payment for Shares purchased pursuant to the Offer will be made by depositing the aggregate Purchase Price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from the Company and transmitting payment to the tendering stockholders. Notwithstanding any other provision hereof, payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of certificates for such Shares (or a timely confirmation by a Book-Entry Transfer Facility of book-entry transfer of such Shares to the Depositary), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof) with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and other required documents. Under no circumstances will the Company pay interest on the Purchase Price regardless of any delay in making such payment. Payment for Shares may be delayed in the event of difficulty in determining the number of Shares properly tendered or if proration is required. See Section 1. In addition, if certain events occur, the Company may not be obligated to purchase Shares pursuant to the Offer. See Section 6. The Company will pay all stock transfer taxes, if any, payable on the transfer to it of Shares purchased pursuant to the Offer; provided, however, that if payment of the Purchase Price is to be made to, or (in the circumstances permitted by the Offer) if unpurchased Shares are to be registered in the name of, any person other than the registered owner, or if tendered certificates are registered in the name of any person other than the person signing the Letter of Transmittal, the amount of all stock transfer taxes, if any (whether imposed on the registered owner or such other person), payable on account of the transfer to such person will be deducted from the Purchase Price unless evidence satisfactory to the Company of the payment of such taxes or exemption therefrom is submitted. See Instruction 7 of the Letter of Transmittal. ANY TENDERING STOCKHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY AND SIGN THE SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL (OR, IN THE CASE OF A FOREIGN INDIVIDUAL, FORM W-8 OBTAINABLE FROM THE DEPOSITARY) MAY BE SUBJECT TO REQUIRED FEDERAL INCOME TAX WITHHOLDING OF 31% (30% FOR FOREIGN STOCKHOLDERS) OF THE GROSS PROCEEDS PAID TO SUCH STOCKHOLDER OR OTHER PAYEE PURSUANT TO THE OFFER. SEE SECTIONS 3 AND 14. 6. CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provision of the Offer, and in addition to (and not in limitation of) the Company's right to extend or amend the Offer at any time in its sole discretion as described in Section 15, the Company shall not be required to purchase, accept for payment or pay for any Shares tendered, and may terminate or amend the Offer, if, before acceptance for payment or payment for any such Shares, any of the following events shall have occurred (or shall have been determined by the Company to have occurred) which, in the Company's sole judgment in any such case and regardless of the circumstances (including any action or inaction by the Company) giving rise to such circumstance, makes it undesirable or inadvisable to proceed with the Offer or with such purchase or payment: (a) there shall have been threatened, instituted or pending any action or proceeding by any government or governmental, regulatory or administrative agency or authority or tribunal or any other person, domestic or foreign, or before any court or governmental, regulatory or administrative authority or agency or tribunal, domestic or foreign, which: (1) challenges the making of the Offer, the acquisition of Shares pursuant to the Offer or otherwise relates in any manner to or affects the Offer, or (2) in the Company's sole judgment, could materially affect the business, condition (financial or otherwise), income, operations or prospects of the Company or any of its subsidiaries, or otherwise materially impair in any way the contemplated future conduct of the business of the Company or any of its subsidiaries or materially impair the Offer's contemplated benefits to the Company; or (b) there shall have been any action threatened, pending or taken, or approval withheld, or any statute, rule, regulation, judgment, order or injunction threatened, proposed, sought, promulgated, 10 enacted, entered, amended, enforced, issued, or deemed to be applicable to the Offer or the Company or any of its subsidiaries, by any legislative body, court or any government or governmental, regulatory or administrative authority or agency or tribunal, domestic or foreign, which, in the Company's sole judgment, would or might directly or indirectly: (1) make the acceptance for payment of, or payment for, some or all of the Shares illegal or otherwise restrict or prohibit consummation of the Offer, (2) delay or restrict the ability of the Company, or render the Company unable, to accept for payment or pay for some or all of the Shares, (3) materially impair the contemplated benefits of the Offer to the Company, or (4) materially affect the business, condition (financial or otherwise), income, operations or prospects of the Company or any of its subsidiaries, or otherwise materially impair in any way the contemplated future conduct of the business of the Company or any of its subsidiaries; or (c) there shall have occurred on or after March 24, 1997: (1) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (2) any general suspension of trading in, or limitation on prices for, securities on any United States national securities exchange or in the over-the-counter market (excluding any coordinated trading halt triggered solely as a result of a specified decrease in a market index), (3) the commencement of a war, armed hostilities or any other national or international crisis directly or indirectly involving the United States, (4) any limitation (whether or not mandatory) by any governmental, regulatory or administrative agency or authority on, or any event which, in the Company's sole judgment, might affect, the extension of credit by banks or other lending institutions in the United States, (5) any significant decrease in the market price of the Shares or in the general level of market prices of equity securities in the United States or abroad, (6) any change in the general political, market, economic or financial conditions in the United States or abroad that could, in the Company's sole judgment, have a material adverse effect on the business, condition (financial or otherwise), income, operations, prospects or ability to obtain financing generally of the Company or any of its subsidiaries, or the trading in the Shares, or (7) in the case of any of the foregoing existing at the time of the commencement of the Offer, in the Company's sole judgment, a material acceleration or worsening thereof; or (d) on or after March 24, 1997, any change shall have occurred or be threatened in the business, condition (financial or otherwise), income, operations, stock ownership or prospects of the Company or any of its subsidiaries, which, in the Company's sole judgment, is or may be material to the Company or any of such subsidiaries, or any other event shall have occurred which, in the Company's sole judgment, materially impairs the Offer's contemplated benefits; or (e) on or after March 24, 1997, any tender or exchange offer for any or all of the Shares (other than the Offer), or any merger, business combination or other similar transaction with or involving the Company or any subsidiary, shall have been proposed, announced or made by any person or entity; or (f) (1) any person, entity, or "group" (as that term is used in Section 13(d)(3) of the Exchange Act) shall have acquired or proposed to acquire beneficial ownership of more than 5% of the outstanding Shares (other than any such person, entity or group which had publicly disclosed such ownership in a Schedule 13D or Schedule 13G (or amendment thereto) on file with the Securities and Exchange Commission (the "Commission") on or prior to March 24, 1997), (2) any such person, entity, or group who had filed a Schedule 13D or Schedule 13G with the Commission on or prior to March 24, 1997 shall have acquired or proposed to acquire beneficial ownership of an additional 2% or more of the outstanding Shares (other than as a result of Shares repurchased in the Offer), (3) any new group shall have been formed which beneficially owns more than 5% of the outstanding Shares, or (4) any person, entity or group shall have filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or made a public announcement reflecting an intent to acquire the Company or any of its subsidiaries or any of their respective assets or securities. 11 The foregoing conditions are for the Company's sole benefit and may be asserted by the Company regardless of the circumstances (including any action or inaction by the Company) giving rise to any such condition, any such condition may be waived by the Company, in whole or in part, at any time and from time to time in its sole discretion. The Company's failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right; the waiver of any such right with respect to particular facts and circumstances shall not be deemed a waiver with respect to any other facts or circumstances; and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. Any determination by the Company concerning the events described in this Section 6 and any related judgment by the Company regarding the inadvisability of proceeding with the acceptance for payment or payment for any tendered Shares shall be final and binding on all parties. 7. PRICE RANGE OF SHARES; DIVIDENDS. The Shares are listed and traded on the NYSE under the symbol "WN." The following table sets forth the high and low sales prices per Share on the NYSE Composite Tape as compiled from published financial sources and the cash dividends paid per Share for the calendar quarters indicated. Per Share amounts reflect a three-for-two stock split effected in the form of a stock dividend to stockholders of record on each of December 15, 1995 and December 23, 1996:
CASH DIVIDENDS PAID PER HIGH LOW SHARE ------- ------- --------- 1995: 1st Quarter................................. $ 9 3/4 $ 8 5/8 $.0578 2nd Quarter................................. 10 1/2 9 1/2 .0578 3rd Quarter................................. 12 1/2 10 1/4 .0578 4th Quarter................................. 13 3/8 11 1/2 .0578 1996: 1st Quarter................................. 15 3/4 12 .0667 2nd Quarter................................. 20 15 1/2 .0667 3rd Quarter................................. 19 1/2 15 1/4 .0667 4th Quarter................................. 21 5/8 18 .0667 1997: 1st Quarter (through March 24, 1997)........ 22 7/8 19 1/8 .0800 *
- ------------------------ * The dividend for the first quarter of 1997 will be paid on March 31, 1997 to stockholders of record as of March 14, 1997. On March 24, 1997, the last trading day prior to the announcement of the Offer, the closing price of the Shares as reported on the NYSE Composite Tape was $22.875 per Share. STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES. 8. INTEREST OF DIRECTORS AND EXECUTIVE OFFICERS; TRANSACTIONS AND ARRANGEMENTS CONCERNING THE SHARES. As of March 24, 1997, the Wynn Foundation (the "Foundation"), of which Wesley E. Bellwood and John D. Borie, directors of the Company, are trustees, owned 818,146 Shares, or approximately 6.0% of the Shares outstanding. The Foundation has advised the Company that it intends to tender 150,000 Shares pursuant to the Offer. If the Company purchases 1,100,000 Shares pursuant to the Offer, including the 150,000 Shares that the Foundation intends to tender, the Foundation would own approximately 5.3% of the outstanding Shares upon completion of the Offer. 12 As of March 24, 1997, the Company's directors and executive officers as a group beneficially owned (including Shares issuable upon the exercise of outstanding stock options exercisable within 60 days after the date hereof, but excluding Shares owned by the Foundation) an aggregate of 1,290,136 Shares (or approximately 9.0% of the outstanding Shares, including Shares issuable upon the exercise of outstanding stock options exercisable within 60 days after the date hereof). If the Company purchases 1,100,000 Shares pursuant to the Offer, and no executive officer or director tenders Shares pursuant to the Offer, then the Company's executive officers and directors as a group would beneficially own approximately 9.7% of the outstanding Shares (including Shares issuable upon the exercise of outstanding stock options exercisable within 60 days after the date hereof) upon completion of the Offer. The Company has been advised that no director or executive officer of the Company intends to tender any Shares pursuant to the Offer. Based upon the Company's records and upon information provided to the Company by its directors, executive officers and affiliates, neither the Company nor any of its subsidiaries nor, to the best of the Company's knowledge, any of the directors or executive officers of the Company or any of its subsidiaries, nor any associates of any of the foregoing, has effected any transactions in the Shares during the 40 business day period prior to the date hereof. Neither the Company nor, to the best of the Company's knowledge, any of its affiliates, directors or executive officers, or any of the executive officers or directors of its subsidiaries, is a party to any contract, arrangement, understanding or relationship with any other person relating, directly or indirectly, to the Offer with respect to any securities of the Company (including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies, consents or authorizations). In March 1989, the Board of Directors adopted a Shareholder Rights Plan (the "Rights Plan"). The Rights Plan provides for a dividend distribution of Rights with respect to outstanding shares of Common Stock of the Company issued prior to the earliest of March 3, 1999, the redemption date of the Rights or certain takeover events. In the event the Company is acquired under certain circumstances in a merger in which the Company is not the surviving corporation, or in the event that 50% or more of the Company's assets or earning power are sold, the Rights become rights to purchase the acquiring company's common stock at a 50% discount (the "flip-over feature"). In the event of certain acquisitions of 25% or more of the Company's Common Stock, the Rights become rights to purchase the Company's Common Stock at a 50% discount (the "flip-in feature"). The flip-in feature does not apply to tender or exchange offers for all outstanding Common Stock determined by nonmanagement directors of the Company to be fair and in the best interests of the Company and its stockholders (a "Qualified Offer") which provides the same or a higher value to the remaining stockholders. The flip-over feature does not apply to a merger following a Qualified Offer which provided the same or a higher value to the remaining stockholders. The Rights may be redeemed by the Company at a nominal price under certain circumstances. The Rights will expire on March 3, 1999 or on such later date to which the Rights may be extended by the Company, unless earlier redeemed. In June 1990, the Company amended the Rights Plan to provide that any person whose beneficial share ownership exceeds 25% of the total voting power of the Company as a direct consequence of a stock repurchase program or similar plan of the Company will not be deemed to have triggered a distribution of Rights. However, if such person later acquires an additional 1% or more of the outstanding voting power of the Company, then the Rights will be distributed in accordance with the provisions of the Rights Plan. Therefore, the repurchase of Shares by the Company pursuant to the Offer will not cause a distribution of Rights under the Rights Plan unless such a stockholder acquires additional Shares as set forth above. Unless and until the Rights become exercisable, the Rights trade only with the Shares and are represented by the stock certificates for the Shares. If the Rights become exercisable, separate certificates representing the Rights will be delivered to the holders of the Shares at such time, and the Rights will then 13 trade separately from the Shares. Unless the Rights are redeemed by the Company prior to the expiration of the Offer, a tender of Shares will also constitute a tender of the Rights. No separate consideration will be paid for the Rights. Upon the purchase of Shares by the Company pursuant to the Offer, the sellers of Shares so purchased will no longer own the Rights associated with such Shares. The foregoing description of the Rights and the Rights Plan is qualified in its entirety by the terms of the Rights Agreement dated as of March 3, 1989, as amended June 11, 1990 and March 24, 1997, between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent. 9. SOURCE AND AMOUNT OF FUNDS. Assuming that the Company purchases 1,100,000 Shares pursuant to the Offer at a Purchase Price of $25.00 per Share, the Company expects the maximum aggregate cost, including all fees and expenses applicable to the Offer, to be approximately $28.0 million. This amount will be paid from cash and cash equivalents of the Company. 10. PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER. Over the past several years the Company has generated substantial excess cash. At December 31, 1996, the Company's cash and cash equivalents were approximately $53.3 million. The Company is making the Offer because the Board of Directors believes that, given the Company's cash and cash equivalents, and its anticipated capital requirements for existing operations, the Offer represents the opportunity to return a portion of the Company's cash to the Company's stockholders, permitting them to invest it according to their preferences and objectives. After considering other alternatives, such as retaining all of the excess funds for possible future acquisitions or paying a special cash dividend, the Board of Directors concluded that the Offer was the preferable alternative for enhancing stockholder value. The Company believes that following completion of the Offer, its cash and cash equivalents, projected cash flow from operations and credit available under its lines of credit will be adequate to meet the Company's cash needs for normal operations and anticipated capital expenditures for the foreseeable future. In addition, the Company believes that, in light of the Company's financial position, the consummation of the Offer should not foreclose possible future acquisitions. The Offer gives stockholders the opportunity to sell Shares at prices greater than market prices prevailing prior to announcement of the Offer. The Offer provides stockholders who are considering a sale of all or a portion of their Shares the opportunity to determine the price or prices (not greater than $25.00 nor less than $22.00 per Share) at which they are willing to sell their Shares and, if any such Shares are purchased pursuant to the Offer, to sell those Shares for cash without the usual transaction costs associated with open-market sales. The Offer also allows stockholders (other than, in the event of proration, Odd Lot Owners who complete the section captioned "Odd Lots" in the Letter of Transmittal) to sell a portion of their Shares while retaining a continuing equity interest in the Company if they so desire. Any Odd Lot Owner whose Shares are purchased pursuant to the Offer not only will avoid any payment of brokerage commissions, but also will avoid any applicable odd lot discounts payable on sales of odd lots on the NYSE. Stockholders whose Shares are not purchased in the Offer will realize an increase in their percentage ownership interest in the Company and thus, in the Company's future earnings and assets, subject to the Company's right to issue additional Shares and other equity securities in the future. Because of the smaller number of Shares outstanding after consummation of the Offer, increases or decreases in net earnings will result in proportionately greater increases or decreases in earnings per Share. See Section 11. See Section 12 for information regarding certain effects of the Offer on the market for the Shares. 14 NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. STOCKHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE TENDERED. THE COMPANY HAS BEEN ADVISED THAT NONE OF ITS DIRECTORS OR EXECUTIVE OFFICERS INTENDS TO TENDER SHARES PURSUANT TO THE OFFER. SEE SECTION 8. In November 1995, the Company announced that its Board of Directors had authorized the repurchase of Shares for an aggregate consideration not to exceed $15.0 million (the "Repurchase Program"). As of August 1, 1996, the last date on which the Company purchased Shares pursuant to the Repurchase Program, the Company had repurchased on the open market an aggregate of 102,150 Shares at an average price of approximately $17.29 per Share. The Offer is not part of the Repurchase Program. Although the Company has no current plans to acquire additional Shares other than as disclosed in this Offer to Purchase, the Company may in the future purchase additional Shares in the open market (pursuant to the Repurchase Program or otherwise), in privately negotiated transactions or otherwise. Any such purchases may be on the same terms or on terms which are more or less favorable to stockholders than the terms of the Offer. Rule 13e-4 under the Exchange Act prohibits the Company and its affiliates from purchasing any Shares, other than pursuant to the Offer, until at least ten business days after the Expiration Date. Any possible future purchases by the Company will depend on many factors, including the market price of the Shares, alternative investment opportunities available to the Company, the results of the Offer, the Company's business and financial position and general economic and market conditions. Shares the Company acquires pursuant to the Offer will be treated as treasury shares and will be available for the Company to issue without further stockholder action (except as required by applicable law or the rules of NYSE or any other securities exchange on which the Shares are then listed). Such Shares could be issued without stockholder approval for such purposes as, among others, the acquisition of other businesses, the raising of additional capital for use in the Company's business, the distribution of stock dividends and the implementation of, or the satisfaction of obligations under, stock option and employee benefit plans. Except for the issuance of Shares under the Company's stock option and employee benefit plans, the Company has no current plans for reissuance of the Shares it may acquire pursuant to the Offer or issuance of any other authorized but unissued shares. Except as disclosed in this Offer to Purchase, the Company has no present plans or proposals which relate to or would result in the following: (a) the acquisition by any person of additional securities of the Company or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Company, including, but not limited to any plan or proposal to change the number or the term of office of directors (except for the annual election of directors at the Company's 1997 Annual Meeting of Stockholders), to fill any existing vacancy on the Board of Directors or to change any material term of the employment contract of any executive officer; (e) any material change in the present dividend rate or policy, or indebtedness or capitalization of the Company; (f) any other material change in the Company's corporate structure or business; (g) any change in the Company's Certificate of Incorporation or By-Laws or any other actions which may impede the acquisition of control of the Company by any person; (h) a class of equity security of the Company being delisted from a national securities exchange; (i) a class of equity security of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) the suspension of the Company's obligation to file reports pursuant to Section 15(d) of the Exchange Act. The Company's Proxy Statement for the Annual Meeting of Stockholders to be held on May 7, 1997 contains a proposal by the Company for stockholders to approve an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of Common Stock from 20,000,000 to 40,000,000 shares. Such 15 increase in the number of authorized shares could, under certain circumstances, increase the ability of the Company to take actions, such as the issuance of additional Shares, that could impede the acquisition of control of the Company. 11. CERTAIN INFORMATION ABOUT THE COMPANY. GENERAL The Company, through its subsidiaries, is engaged primarily in the automotive and industrial components business and the specialty chemicals business. The Company designs, produces and sells O-rings and other seals and molded elastomeric and thermoplastic polymer products. The Company also formulates, produces and sells specialty chemical products, service programs and automotive service equipment and distributes, primarily in southern California, locks and hardware products manufactured by others. The Company is a Delaware corporation. Its principal executive offices are located at 500 North State College Boulevard, Suite 700, Orange, California 92868, and its telephone number is (714) 938-3700. SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION The following presents certain summary historical consolidated financial information of the Company and its subsidiaries. The summary historical consolidated financial information at and for the years ended December 31, 1996 and December 31, 1995 is derived from the audited consolidated financial statements incorporated by reference in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996. This information should be read in conjunction with, and is qualified in its entirety by reference to, such audited consolidated financial statements and their related notes. See "Additional Information" below. 16 WYNN'S INTERNATIONAL, INC. SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION (in thousands, except share data and ratios)
YEAR ENDED DECEMBER 31 -------------------------- 1996 1995 ------------ ------------ INCOME STATEMENT DATA - --------------------- REVENUES: Net sales............................................................................. $ 288,531 $ 262,584 Interest income....................................................................... 1,763 943 ------------ ------------ 290,294 263,527 ------------ ------------ Costs and Expenses: Cost of sales......................................................................... 174,440 157,398 Selling, general and administrative................................................... 81,719 78,279 Interest expense...................................................................... 217 1,350 ------------ ------------ 256,376 237,027 ------------ ------------ Income from continuing operations before taxes based on income........................ 33,918 26,500 Provision for taxes based on income................................................... 12,617 9,799 ------------ ------------ Income from continuing operations..................................................... 21,301 16,701 ------------ ------------ Discontinued operations: Income (loss) from discontinued operations, net of income taxes (benefits) of $14 and $(691), respectively.......................................................... 16 (1,258) Loss on disposal of discontinued operations, net of income tax benefits of $4,643... (879) -- ------------ ------------ Net income............................................................................ $ 20,438 $ 15,443 ------------ ------------ ------------ ------------ Earnings (loss) per share of common stock: Primary: Continuing operations............................................................. $ 1.50 $ 1.21 Discontinued operations: Income (loss) from operations................................................... -- (.09) Loss on disposal................................................................ (.06) -- ------------ ------------ Total......................................................................... $ 1.44 $ 1.12 ------------ ------------ ------------ ------------ Fully diluted....................................................................... $ 1.43 $ 1.10 ------------ ------------ ------------ ------------ Shares used to calculate earnings (loss) per share: Primary............................................................................. 14,233,872 13,780,365 Fully diluted....................................................................... 14,307,395 14,053,598 Ratio of earnings to fixed charges.................................................... 36.3 14.0 DECEMBER 31 -------------------------- 1996 1995 ------------ ------------ BALANCE SHEET DATA - ------------------ Cash and cash equivalents............................................................. $ 53,304 $ 23,127 Other current assets.................................................................. 100,698 109,644 Total current liabilities............................................................. 64,413 54,595 Working capital....................................................................... 89,589 78,176 Total assets.......................................................................... 205,105 177,822 Long-term debt........................................................................ -- 75 Stockholders' equity.................................................................. 132,952 116,233 Long-term debt to stockholders' equity ratio.......................................... -- -- Book value per common share........................................................... $ 9.72 $ 8.57
17 SUMMARY UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION The following summary unaudited pro forma consolidated financial information assumes the Company repurchases 1,100,000 Shares pursuant to the Offer at prices of $22.00 and $25.00 per Share and incurs fees and expenses of $450,000 related to the Offer. The pro forma adjustments assume that the transaction occurred, for the purposes of the consolidated statement of income, as of the first day of the period presented, and for purposes of the consolidated balance sheet, as of its date. The summary unaudited pro forma consolidated financial information should be read in conjunction with the summary historical consolidated financial information and does not purport to be indicative of the results which may be obtained in the future or which would actually have been obtained had the Offer occurred as of the dates indicated. There can be no assurance that the Company will purchase 1,100,000 Shares or of the price at which Shares will be purchased. 18 WYNN'S INTERNATIONAL, INC. SUMMARY UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION (in thousands, except share data and ratios)
YEAR ENDED DECEMBER 31, 1996 ---------------------------------- PRO FORMA (UNAUDITED) ---------------------- AT $22.00 AT $25.00 PER PER HISTORICAL SHARE(a) SHARE(a) ---------- ---------- ---------- INCOME STATEMENT DATA - --------------------- Revenues: Net sales.................................................................. $ 288,531 $ 288,531 $ 288,531 Interest income............................................................ 1,763 469 296 ---------- ---------- ---------- 290,294 289,000 288,827 ---------- ---------- ---------- Costs and Expenses: Cost of sales.............................................................. 174,440 174,440 174,440 Selling, general and administrative........................................ 81,719 81,719 81,719 Interest expense........................................................... 217 217 217 ---------- ---------- ---------- 256,376 256,376 256,376 ---------- ---------- ---------- Income from continuing operations before taxes based on income................................................................ 33,918 32,624 32,451 Provision for taxes based on income........................................ 12,617 12,112 12,045 ---------- ---------- ---------- Income from continuing operations.......................................... 21,301 20,512 20,406 ---------- ---------- ---------- Discontinued operations: Income from discontinued operations, net of income taxes of $14................................................. 16 16 16 Loss on disposal of discontinued operations, net of income tax benefits of $4,643....................................... (879) (879 ) (879 ) ---------- ---------- ---------- Net income................................................................. $ 20,438 $ 19,649 $ 19,543 ---------- ---------- ---------- ---------- ---------- ---------- Earnings (loss) per share of common stock: Primary: Continuing operations.................................................. $ 1.50 $ 1.56 $ 1.55 Discontinued operations: Income from operations............................................... -- -- -- Loss on disposal..................................................... (.06) (.06 ) (.06 ) ---------- ---------- ---------- Total.............................................................. $ 1.44 $ 1.50 $ 1.49 ---------- ---------- ---------- ---------- ---------- ---------- Fully diluted............................................................ $ 1.43 $ 1.49 $ 1.48 ---------- ---------- ---------- ---------- ---------- ---------- Shares used to calculate earnings (loss) per share: Primary.................................................................. 14,233,872 13,133,872 13,133,872 Fully diluted............................................................ 14,307,395 13,207,395 13,207,395 Ratio of earnings to fixed charges......................................... 36.3 34.9 34.7 DECEMBER 31, 1996 ---------------------------------- PRO FORMA (UNAUDITED) ---------------------- AT $22.00 AT $25.00 HISTORICAL PER SHARE PER SHARE ---------- ---------- ---------- BALANCE SHEET DATA - ------------------ Cash and cash equivalents.................................................. $ 53,304 $ 28,654 $ 25,354 Other current assets....................................................... 100,698 100,698 100,698 Total current liabilities.................................................. 64,413 64,413 64,413 Working capital............................................................ 89,589 64,939 61,639 Total assets............................................................... 205,105 180,455 177,155 Long-term debt............................................................. -- -- -- Stockholders' equity....................................................... 132,952 108,302 105,002 Long-term debt to stockholders' equity ratio............................... -- -- -- Book value per common share................................................ $ 9.72 $ 8.61 $ 8.35
- ------------------------------ (a) Lower interest income is due to the assumed use of cash and cash equivalents to purchase Shares pursuant to the Offer. The reduction in interest income assumes that cash equivalents had earned interest at the rate of 5.25% per annum. The lower number of Shares used to calculate pro forma earnings (loss) per share assumes 1,100,000 Shares were purchased as of the first day of the period presented. There can be no assurance that the Company will purchase 1,100,000 Shares or of the price at which Shares will be purchased. 19 ADDITIONAL INFORMATION The Company is subject to the informational requirements of the Exchange Act and in accordance therewith files periodic reports, proxy statements and other information with the Commission relating to its business, financial condition and other matters. The Company is required to disclose in such proxy statements and reports certain information, as of particular dates, concerning the Company's directors and officers, their remuneration, stock options granted to them, the principal owners of the Company's securities and any material interest of such persons in transactions with the Company. The Company has also filed an Issuer Tender Offer Statement on Schedule 13E-4 (the "Schedule 13E-4") with the Commission, which includes certain additional information relating to the Offer. Such material may be inspected at the public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and also should be available for inspection and copying at the following regional offices of the Commission: 7 World Trade Center, Suite 1300, New York, New York 10048 and Northwestern Atrium Center, 500 West Madison, Suite 1400, Chicago, Illinois 60661. Reports, proxy materials and other information about the Company are also available at the offices of the NYSE, 20 Broad Street, New York, New York 10005. Copies may also be obtained by mail for prescribed rates from the Commission's Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. 20549. The Schedule 13E-4 will not be available at the Commission's regional offices. Electronic filings made through the Electronic Data Gathering Analysis and Retrieval System are also publicly available through the Commission Web Site (http://www.sec.gov). 12. EFFECTS OF THE OFFER ON THE MARKET FOR SHARES; REGISTRATION UNDER THE EXCHANGE ACT. The Company's purchase of Shares pursuant to the Offer will reduce the number of Shares that might otherwise trade publicly and is likely to reduce the number of stockholders, either of which may adversely affect the liquidity and value of Shares held by remaining stockholders. Nonetheless, the Company anticipates that there will still be a sufficient number of Shares outstanding and publicly traded following the Offer to ensure a continued trading market in the Shares. Based on the published guidelines of the NYSE, the Company believes that its purchase of Shares pursuant to the Offer will not cause its remaining Shares to be delisted from such exchange. The Shares are currently "margin securities" under the rules of the Federal Reserve Board. This has the effect, among other things, of allowing brokers to extend credit on the collateral of the Shares. The Company believes that, following the purchase of Shares pursuant to the Offer, the Shares will continue to be "margin securities" for purposes of the Federal Reserve Board's margin regulations. Eligibility for treatment as margin securities will, however, continue to depend on maintenance of a minimum daily trading volume. The Shares are registered under the Exchange Act which requires, among other things, that the Company furnish certain information to its stockholders and to the Commission and comply with the Commission's proxy rules in connection with meetings of the Company's stockholders. The Company believes that its purchase of Shares pursuant to the Offer will not result in the Shares becoming eligible for deregistration under the Exchange Act. 13. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS. The Company is not aware of any license or regulatory permit that appears to be material to its business that might be adversely affected by its acquisition of Shares as contemplated in the Offer or of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required for the Company's acquisition of Shares as contemplated by the Offer. Should any such approval or other action be required, the Company currently contemplates that it will seek such approval or other action. The Company cannot predict whether it may determine that it is required to delay the acceptance for payment of, or payment for, Shares tendered 20 pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that the failure to obtain any such approval or other action might not result in adverse consequences to the Company's business. The Company's obligations under the Offer to accept for payment and pay for Shares are subject to certain conditions. See Section 6. 14. CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following summary is a general discussion of certain of the United States federal income tax consequences of the Offer. This summary is based upon the Internal Revenue Code of 1986, as amended through the date hereof (the "Code"), and existing final, temporary and proposed Treasury Regulations, Revenue Rulings and judicial decisions, all of which are subject to prospective and retroactive legislative, judicial or administrative changes and interpretation. No ruling as to any matter discussed in this summary has been requested or received from the Internal Revenue Service (the "IRS") and the Company has no intention to request or receive any such ruling. IN GENERAL. A stockholder's sale of Shares for cash pursuant to the Offer will be a taxable transaction for federal income tax purposes, and may also be a taxable transaction under applicable state, local, foreign or other tax laws. This summary does not discuss any aspects of state, local, foreign or other tax laws. Certain stockholders (including insurance companies, tax-exempt organizations, financial institutions, broker dealers and stockholders who have acquired their Shares upon the exercise of options or otherwise as compensation) may be subject to special rules not discussed below. For purposes of this discussion, stockholders are assumed to hold their Shares as "capital assets" (within the meaning of Section 1221 of the Code). TREATMENT AS A SALE OR EXCHANGE. Under Section 302 of the Code, a sale of Shares to the Company pursuant to the Offer will, as a general rule, be treated as a "sale or exchange" of the Shares (rather than as a distribution by the Company with respect to the Shares held by the tendering stockholder) for United States federal income tax purposes if the receipt of cash upon the sale: (a) is "substantially disproportionate" with respect to the stockholder; (b) is in "complete redemption" of the stockholder's interest in the Company; or (c) is "not essentially equivalent to a dividend" with respect to the stockholder. These tests (the "Section 302 tests") are explained more fully below. Notwithstanding the foregoing, the rules on "collapsible corporations" might, if they applied, cause a stockholder's gain to be ordinary income (rather than capital gain). Because of its long operating history, the nature of its assets and other factors, the Company believes it is not a "collapsible corporation." If any of the Section 302 tests is satisfied, a tendering stockholder will recognize capital gain or loss equal to the difference between the amount of cash received by the stockholder pursuant to the Offer and the stockholder's tax basis in the Shares sold pursuant to the Offer. If the Shares have been held for more than one year, the gain or loss will be long-term capital gain or loss. Therefore, a tendering stockholder may wish to take the various tax bases and holding periods of his Shares, if such characteristics are not uniform, into account in determining which Shares to tender. However, it should be noted that President Clinton's Fiscal Year 1998 Budget Proposal would amend the Code to provide that in the case of substantially identical securities (such as the Shares), the tax basis of the securities would be determined on an average basis. In its current form, the proposal would be effective for determinations made 30 days after the date of enactment. CONSTRUCTIVE OWNERSHIP OF STOCK. In determining whether any of the Section 302 tests is satisfied, a stockholder must take into account not only Shares actually owned by the stockholder, but also Shares that are considered as being owned by the stockholder ("constructive ownership") pursuant to Section 318 of the Code. Under Section 318, a stockholder is deemed to own Shares actually owned, and in some cases 21 Shares constructively owned, by certain related individuals and entities in which the stockholder has an interest, or, in the case of stockholders that are entities, by certain individuals or entities that have an interest in the stockholder, as well as any Shares the stockholder has a right to acquire by exercise of an option or by the conversion or exchange of a security. THE SECTION 302 TESTS. One of the following tests must be satisfied in order for the sale of Shares pursuant to the Offer to be treated as a sale rather than as a dividend distribution: (a) SUBSTANTIALLY DISPROPORTIONATE TEST. The receipt of cash by a stockholder will be substantially disproportionate with respect to the stockholder if the percentage of the outstanding voting stock of the Company actually and constructively owned by the stockholder immediately following the sale of Shares pursuant to the Offer (treating Shares sold pursuant to the Offer as not outstanding) is less than 80% of the percentage of the outstanding voting stock of the Company actually and constructively owned by the stockholder immediately before the sale (treating Shares sold pursuant to the Offer as outstanding). Stockholders should consult their tax advisors with respect to the application of the "substantially disproportionate" test to their particular facts and circumstances. (b) COMPLETE REDEMPTION TEST. The receipt of cash by a stockholder will be in complete redemption of the stockholder's interest if either (1) all of the stock of the Company that is actually and constructively owned by the stockholder is sold pursuant to the Offer or (2) all of the stock of the Company actually owned by the stockholder is sold pursuant to the Offer and the stockholder is eligible to waive, and effectively waives, the attribution of stock of the Company constructively owned by the stockholder in accordance with the procedures described in Section 302(c)(2) of the Code. Stockholders considering making such an election should do so in consultation with their tax advisors. (c) NOT ESSENTIALLY EQUIVALENT TO A DIVIDEND TEST. Even if the receipt of cash by a stockholder fails to satisfy the "substantially disproportionate" test or the "complete redemption" test, such stockholder may nonetheless be able to satisfy the "not essentially equivalent to a dividend" test. The receipt of cash by a stockholder will be "not essentially equivalent to a dividend" if the stockholder's sale of Shares pursuant to the Offer results in a "meaningful reduction" of the stockholder's proportionate interest in the Company. Whether the receipt of cash by a stockholder will result in a meaningful reduction of the stockholder's proportionate interest will depend on the stockholder's particular facts and circumstances. However, in the case of a small minority stockholder, even a small reduction may satisfy this test where, as expected in the case of the Offer, payments will not be pro rata with respect to all outstanding Shares. Stockholders expecting to rely upon the "not essentially equivalent to a dividend" test should, therefore, consult with tax advisors as to its application in their particular situation. Although the issue is not free from doubt, it may be possible for a tendering stockholder to satisfy one of the above three tests by contemporaneously selling or otherwise disposing of all or some of the Shares that are actually owned (or by causing another to sell or otherwise dispose of all or some of the Shares that are constructively owned) by such stockholder but are not purchased pursuant to the Offer. Correspondingly, a tendering stockholder may not be able to satisfy one of the above three tests because of contemporaneous acquisitions of Shares by such stockholder or by some person or entity whose Shares would be treated as constructively owned by such stockholder. Stockholders should consult their tax advisors regarding the tax consequences of such sales or acquisitions in their particular circumstances. In the event that the Offer is oversubscribed, the Company's purchase of Shares pursuant to the Offer will be prorated. Thus, in such case even if all the Shares actually and constructively owned by a stockholder are tendered pursuant to the Offer, not all of the Shares will be purchased by the Company, which in turn may affect the stockholder's ability to satisfy one or more of the Section 302 tests. TREATMENT AS A DIVIDEND. If none of the Section 302 tests is satisfied and if as anticipated (although there can be no assurance) the Company has sufficient "earnings and profits" (as that term is used in 22 Section 316(a) of the Code), a tendering stockholder will be treated as having received a dividend includable in gross income in an amount equal to the entire amount of cash received by the stockholder pursuant to the Offer. This amount will not be reduced by the stockholder's tax basis in the Shares sold pursuant to the Offer, and (except as described below for corporate stockholders eligible for the dividends-received deduction) the stockholder's tax basis in those Shares will be added to the stockholder's tax basis in his or her remaining Shares. No assurance can be given that any of the Section 302 tests will be satisfied as to any particular stockholder, and thus no assurance can be given that any particular stockholder will not be treated as having received a dividend taxable as ordinary income. Any cash received for Shares pursuant to the Offer in excess of the Company's "earnings and profits" will be treated, first, as a non-taxable return of capital to the extent of the stockholder's basis for such stockholder's Shares, and, thereafter, as a capital gain to the extent it exceeds such tax basis. CORPORATE STOCKHOLDER DIVIDEND TREATMENT. If a sale of Shares by a stockholder which is a corporation is treated as a dividend, the corporate stockholder may be entitled to claim a deduction equal to 70% of the dividend under Section 243 of the Code, subject to applicable limitations. Corporate stockholders should, however, consider the effect of Section 246(c) of the Code, which disallows the 70% dividends-received deduction with respect to stock that is held for 45 days or less. For this purpose, the length of time a taxpayer is deemed to have held stock may be reduced by periods during which the taxpayer's risk of loss with respect to the stock is diminished by reason of the existence of certain options or other transactions. Moreover, under Section 246A of the Code, if a corporate stockholder has incurred indebtedness directly attributable to an investment in Shares, the 70% dividends-received deduction may be reduced by a percentage generally computed based on the amount of such indebtedness and the total adjusted tax basis in the Shares. In addition, in the likely event that the Company does not purchase an equal percentage of each stockholder's Shares, any amount received by a corporate stockholder pursuant to the Offer that is treated as a dividend would probably constitute an "extraordinary dividend" under Section 1059 of the Code. For this purpose, all dividends received by a stockholder within, and having their ex-dividend date within, an 85-day period (expanded to a 365-day period in the case of dividends received in such period that in the aggregate exceed 20% of the stockholder's adjusted tax basis in the Shares) are aggregated and also treated as extraordinary dividends. Accordingly, a corporate stockholder would be required under Section 1059(a) of the Code to reduce its basis (but not below zero) in its Shares by the non-taxed portion of the dividend (i.e., the portion of the dividend for which a deduction is allowed), and if such portion exceeds the stockholder's tax basis for its Shares, to treat the excess as gain from the sale of such Shares in the year in which a sale or disposition of such Shares occurs (which, in certain circumstances, may be the year in which Shares are sold pursuant to the Offer), thereby creating "negative basis" in such Shares. Even if the purchase of Shares pursuant to the Offer is pro rata with respect to all stockholders, however, any amount received by a corporate stockholder could nevertheless be considered an "extraordinary dividend" under Section 1059 of the Code unless such corporation's stock has been held for more than two years (excluding periods during which the corporation's risk of loss with respect to the stock has been diminished by reason of the existence of certain options or other transactions). President Clinton's Fiscal Year 1998 Budget Proposal would make certain changes to the dividend treatment of corporate stockholders described above. The dividends received deduction would be reduced from 70% to 50% for dividends paid or accrued after the 30th day after the date of enactment. In addition, the proposal would require immediate gain recognition whenever the basis of stock, with respect to which any extraordinary dividend was received, is reduced below zero. In its current form the latter change would apply to distributions after certain designated dates in 1995, and therefore if enacted could apply to a sale of Shares by a corporate stockholder pursuant to the Offer if the sale is treated as a dividend. Corporate stockholders should consult their own tax advisors as to the application of Section 1059 of the Code to the Offer. BACKUP WITHHOLDING. See Section 3 concerning the potential application of federal backup withholding. 23 FOREIGN STOCKHOLDERS. The Company will assume that the exchange is a dividend as to foreign stockholders and will therefore withhold federal income tax at a rate equal to 30% of the gross proceeds paid to a foreign stockholder or his agent pursuant to the Offer, unless the Company and the Depositary determine that: (a) the sale of its Shares pursuant to the Offer will qualify as a sale or exchange (and not as a dividend) for federal income tax purposes, in which case no withholding will be required, (b) the foreign stockholder is eligible, under a tax treaty, for a reduced rate of withholding with respect to dividend income, in which case the Depositary will withhold at the reduced treaty rate, or (c) the foreign stockholder is exempt from withholding because the gross proceeds are effectively connected with the conduct of a trade or business by the foreign stockholder within the United States. For this purpose, a foreign stockholder is any stockholder that is not (a) a citizen or resident of the United States, (b) a corporation, partnership or other entity created or organized in or under the laws of the United States or a political subdivision thereof, (c) an estate the income of which is subject to United States federal income taxation regardless of the source of such income, or (d) a trust with respect to which (1) a court within the United States is able to exercise primary supervision over the administration of the trust, and (2) one or more United States fiduciaries have the authority to control all substantial decisions of the trust. Generally, the determination of whether a reduced rate of withholding is applicable is made by reference to a foreign stockholder's address or to a properly completed Form 1001 furnished by the stockholder, and the determination of whether an exemption from withholding is available on the grounds that gross proceeds paid to a foreign stockholder are effectively connected with a United States trade or business is made on the basis of a properly completed Form 4224 furnished by the stockholder. The Depositary will determine a foreign stockholder's eligibility for a reduced rate of, or exemption from, withholding by reference to the stockholder's address and any Forms 1001 or 4224 submitted to the Depositary by a foreign stockholder unless facts and circumstances indicate that such reliance is not warranted or unless applicable law requires some other method for determining whether a reduced rate of withholding is applicable. These forms can be obtained from the Depositary. See the instructions to the Letter of Transmittal. A foreign stockholder with respect to whom tax has been withheld may be eligible to obtain a refund of all or a portion of the withheld tax if the stockholder satisfies one of the Section 302 tests for capital gain treatment or is otherwise able to establish that no tax or a reduced amount of tax was due. Foreign stockholders are urged to consult their own tax advisors regarding the application of federal income tax withholding, including eligibility for a withholding tax reduction or exemption and the refund procedure. THE TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY. THE TAX CONSEQUENCES OF A SALE PURSUANT TO THE OFFER MAY VARY DEPENDING UPON, AMONG OTHER THINGS, THE PARTICULAR CIRCUMSTANCES OF THE TENDERING STOCKHOLDER. NO INFORMATION IS PROVIDED HEREIN AS TO THE STATE, LOCAL OR FOREIGN TAX CONSEQUENCES OF THE TRANSACTION CONTEMPLATED BY THE OFFER. STOCKHOLDERS ARE URGED TO CONSULT WITH THEIR OWN TAX ADVISORS TO DETERMINE THE PARTICULAR FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF SALES MADE BY THEM PURSUANT TO THE OFFER AND THE EFFECT OF THE CONSTRUCTIVE STOCK OWNERSHIP RULES MENTIONED ABOVE. 15. EXTENSION OF THE OFFER; TERMINATION; AMENDMENTS. The Company expressly reserves the right, at any time or from time to time, in its sole discretion, to extend the period of time during which the Offer is open by giving oral or written notice of such extension to the Depositary and making a public announcement thereof. There can be no assurance, however, that the Company will exercise its right to extend the Offer. During any such extension, all Shares previously tendered will remain subject to the Offer, except to the extent that such Shares may be withdrawn as set forth in Section 4. The Company also expressly reserves the right, in its sole discretion, to terminate the Offer and not purchase, accept for payment or pay for any Shares not theretofore accepted for payment or 24 paid for or, subject to applicable law, to postpone payment for Shares upon the occurrence of any of the conditions specified in Section 6 by giving oral or written notice of such termination or postponement to the Depositary and making a public announcement thereof. The Company's reservation of the right to delay payment for Shares which it has accepted for payment is limited by Rules 13e-4(f)(2) and 13e-4(f)(5) promulgated under the Exchange Act. Rule 13e-4(f)(2) requires that the Company permit Shares tendered pursuant to the Offer to be withdrawn: (i) at any time during that period the Offer remains open; and (ii) if not yet accepted for payment, after the expiration of forty business days from the commencement of the Offer. Rule 13e-4(f)(5) requires that the Company must either pay the consideration offered or return the Shares tendered promptly after the termination or withdrawal of the Offer. Subject to compliance with applicable law, the Company further reserves the right, in its sole discretion, at any time or from time to time to amend the Offer in any respect, including increasing or decreasing the number of Shares the Company may purchase or the range of prices it may pay pursuant to the Offer. Amendments to the Offer may be made at any time or from time to time effected by public announcement thereof, such announcement, in the case of an extension, to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Any public announcement made pursuant to the Offer will be disseminated promptly to stockholders in a manner reasonably designed to inform stockholders of such change. Without limiting the manner in which the Company may choose to make a public announcement, except as required by applicable law, the Company shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by making a release to the Dow Jones News service. If the Company materially changes the terms of the Offer or the information concerning the Offer, or if it waives a material condition of the Offer, the Company will extend the Offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(2) promulgated under the Exchange Act. These rules provide that the minimum period during which an offer must remain open following material changes in the terms of the Offer or information concerning the Offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of such terms or information. If (i) the Company increases or decreases the price to be paid for Shares, or the Company increases the number of Shares being sought and any such increase in the number of Shares being sought exceeds 2% of the outstanding Shares, or the Company decreases the number of Shares being sought and (ii) the Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that notice of such increase or decrease is first published, sent or given, the Offer will be extended until the expiration of such period of ten business days. 16. FEES AND EXPENSES. The Company has retained Lehman Brothers as financial advisor and Dealer Manager in connection with the Offer for which it will receive fees of $250,000. The Company has also agreed to reimburse Lehman Brothers for its reasonable out-of-pocket expenses relating to the Offer, including reasonable fees and expenses of counsel, and to indemnify Lehman Brothers against certain liabilities in connection with the Offer, including certain liabilities under the federal securities laws. Lehman Brothers has also rendered various investment banking and other advisory services to the Company in the past, for which it has received customary compensation. The Company has retained D. F. King & Co., Inc. as Information Agent and Harris Trust Company of New York as Depositary in connection with the Offer. The Information Agent may contact stockholders by mail, telephone, fax, telex, telegraph and personal interviews, and may request brokers, dealers and other nominee stockholders to forward materials relating to the Offer to beneficial owners. The Depositary and the Information Agent will receive reasonable and customary compensation for their services. The Company will also reimburse the Depositary and the Information Agent for their reasonable out-of-pocket expenses relating to the Offer, including reasonable fees and expenses of counsel, and has agreed to indemnify the Depositary and the Information Agent against certain liabilities in connection with the 25 Offer, including certain liabilities under the federal securities laws. Neither the Information Agent nor the Depositary has been retained to make solicitations or recommendations in connection with the Offer. The Company will not pay fees or commissions to any broker, dealer, commercial bank, trust company or other person (other than Lehman Brothers) for soliciting any Shares pursuant to the Offer. The Company will, however, on request through the Information Agent, reimburse such persons for reasonable and customary handling and mailing expenses incurred in forwarding materials in respect of the Offer to the beneficial-owners for which they act as nominees. No such broker, dealer, commercial bank or trust company has been authorized to act as the Company's agent for purposes of the Offer. The Company will pay (or cause to be paid) any stock transfer taxes on its purchase of Shares, except as otherwise provided in Instruction 7 of the Letter of Transmittal. 17. MISCELLANEOUS. The Offer is not being made to, nor will the Company accept tenders from, holders of Shares in any jurisdiction in which the Offer or its acceptance would not comply with the securities or Blue Sky laws of such jurisdiction. The Company is not aware of any jurisdiction in which the making of the Offer or the tender of Shares would not be in compliance with the laws of such jurisdiction. If the Company becomes aware of any jurisdiction where the making of the Offer is not in compliance with any valid applicable law, the Company will make a good faith effort to comply with such law. If, after such good faith effort, the Company cannot comply with such law, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Shares residing in such jurisdiction. In any jurisdiction the securities or Blue Sky laws of which require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on the Company's behalf by Lehman Brothers as Dealer Manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE COMPANY AS TO WHETHER STOCKHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING SHARES PURSUANT TO THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH RECOMMENDATION, INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. WYNN'S INTERNATIONAL, INC. March 26, 1997 26 [THIS PAGE INTENTIONALLY LEFT BLANK] Facsimile copies of the Letter of Transmittal will be accepted. The Letter of Transmittal and certificates for the Shares and any other required documents should be sent or delivered by each stockholder or his broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of its addresses set forth below: THE DEPOSITARY FOR THE OFFER IS: HARRIS TRUST COMPANY OF NEW YORK BY HAND: BY OVERNIGHT COURIER: BY MAIL: Receive Window 77 Water Street P.O. Box 1023 77 Water Street--5th 4th Floor Wall Street Station Floor New York, New York 10005 New York, New York 10268 New York, New York 10005 BY FACSIMILE: TELEPHONE NUMBER: TO CONFIRM BY TELEPHONE: (212) 701-7636 For Information (212) 701-7624 (212) 701-7640 Call Collect (212) 701-7624
Any questions or requests for assistance or for additional copies of this Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery may be directed to the Information Agent at the telephone numbers and address below. You may also contact the Dealer Manager or your broker, dealer, commercial bank or trust company for assistance concerning the Offer. To confirm delivery of your Shares, you are directed to contact the Depositary. THE INFORMATION AGENT FOR THE OFFER IS: D. F. KING & CO., INC. 77 Water Street New York, New York 10005 (212) 269-5550 (Call Collect) (800) 207-2014 (Toll-free) THE DEALER MANAGER FOR THE OFFER IS: LEHMAN BROTHERS 555 California Street San Francisco, California 94104 (415) 274-5263 (Call Collect) EX-99.(A)(2) 3 EXHIBIT 99.(A)(2) (This page has been left blank intentionally.) WYNN'S INTERNATIONAL, INC. LETTER OF TRANSMITTAL TO ACCOMPANY SHARES OF COMMON STOCK (INCLUDING THE ASSOCIATED JUNIOR PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS) OF WYNN'S INTERNATIONAL, INC. TENDERED PURSUANT TO THE OFFER TO PURCHASE DATED MARCH 26, 1997 THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, APRIL 22, 1997, UNLESS THE OFFER IS EXTENDED. TO: HARRIS TRUST COMPANY OF NEW YORK, DEPOSITARY BY HAND: BY OVERNIGHT COURIER: BY MAIL: Receive Window 77 Water Street P.O. Box 1023 77 Water Street--5th 4th Floor Wall Street Station Floor New York, New York 10005 New York, New York 10268 New York, New York 10005 BY FACSIMILE: TELEPHONE NUMBER: TO CONFIRM BY TELEPHONE: (212) 701-7636 For Information (212) 701-7624 (212) 701-7640 Call Collect (212) 701-7624
YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED AND COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH BELOW. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
DESCRIPTION OF SHARES TENDERED (SEE INSTRUCTION 3) NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) (IF BLANK, PLEASE FILL IN EXACTLY AS NAME(S) APPEAR(S) ON CERTIFICATE(S) TENDERED CERTIFICATE(S)) (ATTACH ADDITIONAL LIST IF NECESSARY) TOTAL NUMBER OF SHARES REPRESENTED NUMBER OF CERTIFICATE BY SHARES NUMBER(S)* CERTIFICATE(S) TENDERED** TOTAL SHARES
* Need not be completed by stockholders tendering by book-entry transfer. ** Unless otherwise indicated, it will be assumed that all Shares being delivered to the Depositary are being tendered. See Instruction 4. DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN THOSE SHOWN ABOVE OR TRANSMISSION OF INSTRUCTIONS TO A FACSIMILE NUMBER OTHER THAN THOSE LISTED ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THIS LETTER OF TRANSMITTAL IS TO BE USED ONLY (A) IF CERTIFICATES FOR SHARES (AS DEFINED BELOW) ARE TO BE FORWARDED WITH IT, OR (B) IF A TENDER OF SHARES IS TO BE MADE BY BOOK-ENTRY TRANSFER TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY AT THE DEPOSITORY TRUST COMPANY ("DTC") OR THE PHILADELPHIA DEPOSITORY TRUST COMPANY ("PDTC") (COLLECTIVELY, THE "BOOK-ENTRY TRANSFER FACILITIES") PURSUANT TO SECTION 3 OF THE OFFER TO PURCHASE, UNLESS AN AGENT'S MESSAGE (AS DEFINED IN THE OFFER TO PURCHASE) IS USED. STOCKHOLDERS WHOSE CERTIFICATES ARE NOT IMMEDIATELY AVAILABLE OR WHO CANNOT DELIVER THEIR CERTIFICATES FOR SHARES AND ALL OTHER DOCUMENTS THIS LETTER OF TRANSMITTAL REQUIRES TO THE DEPOSITARY AT OR BEFORE THE EXPIRATION DATE (AS DEFINED IN THE OFFER TO PURCHASE), OR WHO ARE UNABLE TO COMPLY WITH THE PROCEDURE FOR BOOK-ENTRY TRANSFER ON A TIMELY BASIS, MUST TENDER THEIR SHARES ACCORDING TO THE GUARANTEED DELIVERY PROCEDURE SET FORTH IN SECTION 3 OF THE OFFER TO PURCHASE. SEE INSTRUCTION 2. DELIVERY OF DOCUMENTS TO THE COMPANY OR ONE OF THE BOOK-ENTRY TRANSFER FACILITIES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. A STOCKHOLDER WHO OWNED BENEFICIALLY AS OF THE CLOSE OF BUSINESS ON MARCH 24, 1997, AND WHO CONTINUES TO OWN BENEFICIALLY AS OF THE EXPIRATION DATE, AN AGGREGATE OF FEWER THAN 100 SHARES, AND WHO SATISFIES THE OTHER REQUIREMENTS SET FORTH IN INSTRUCTION 8, MAY HAVE ALL SUCH SHARES PURCHASED BEFORE PRORATION, IF ANY, OF THE PURCHASE OF OTHER SHARES PURSUANT TO THE OFFER. / / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH A BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING: Name of Tendering Institution: ___________________________________________ Check Box of Applicable Book-Entry Transfer Facility: / / The Depository Trust Company / / Philadelphia Depository Trust Company Account Number: _________________________________________________________ Transaction Code Number: _________________________________________________ / / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING: Name(s) of Registered Owner(s): __________________________________________ Date of Execution of Notice of Guaranteed Delivery: ______________________ Name of Institution that Guaranteed Delivery: ____________________________ If delivered by Book-Entry Transfer, Check Box of Book-Entry Transfer Facility: / / The Depository Trust Company / / Philadelphia Depository Trust Company Account Number: __________________________________________________________ Transaction Code Number: _________________________________________________ 2 TO HARRIS TRUST COMPANY OF NEW YORK: The undersigned hereby tenders to Wynn's International, Inc., a Delaware corporation (the "Company"), the above-described shares of the Company's Common Stock, $1.00 par value per share (the "Shares") (including the associated Junior Participating Preferred Stock Purchase Rights (the "Rights") issued pursuant to the Rights Agreement, dated as of March 3, 1989, as amended, between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent), at the price per Share indicated in this Letter of Transmittal, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 26, 1997 (the "Offer to Purchase"), the receipt of which is hereby acknowledged, and in this Letter of Transmittal (which together constitute the "Offer"). Unless the Rights are redeemed by the Company prior to the expiration of the Offer, a tender of Shares will also constitute a tender of the Rights. Unless the context requires otherwise, all references herein to the Shares include the Rights. Subject to and effective upon acceptance for payment of the Shares tendered hereby in accordance with the terms of the Offer (including, if the Offer is extended or amended, the terms or conditions of any such extension or amendment), the undersigned hereby sells, assigns, and transfers to or upon the order of the Company all right, title and interest in and to all Shares tendered hereby or orders the registration of such Shares tendered by book-entry transfer that are purchased pursuant to the Offer to or upon the order of the Company and hereby irrevocably constitutes and appoints Harris Trust Company of New York (the "Depositary") the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares, with full power of substitution (such power of attorney being an irrevocable power coupled with an interest), to: (a) deliver certificates for such Shares, or transfer ownership of such Shares on the account books maintained by a Book-Entry Transfer Facility, together in either such case with all accompanying evidences of transfer and authenticity, to or upon the order of the Company, upon receipt by the Depositary, as the undersigned's agent, of the Purchase Price (as defined below) with respect to such Shares; (b) present certificates for such Shares for cancellation on the Company's books; and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares, all in accordance with the terms of the Offer. The undersigned hereby covenants, represents and warrants to the Company that: (a) the undersigned has full power and authority to tender, sell, assign and transfer the Shares tendered hereby; (b) the undersigned understands that tenders of Shares pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the Instructions hereto will constitute the undersigned's acceptance of the terms and conditions of the Offer, including the undersigned's representation and warranty that (i) the undersigned has a net long position in the Shares or equivalent securities at least equal to the Shares tendered within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended ("Rule 14e-4"), (ii) such tender of Shares complies with Rule 14e-4, and (iii) the undersigned owns the Shares tendered hereby within the meaning of Rule 14e-4; (c) when and to the extent the Company accepts the Shares for purchase, the Company will acquire good, marketable and unencumbered title to them, free and clear of all security interests, liens, charges, encumbrances, conditional sales agreements or other obligations relating to their sale or transfer, and not subject to any adverse claim; (d) on request, the undersigned will execute and deliver any additional documents the Depositary or the Company deems necessary or desirable to complete the assignment, transfer and purchase of the Shares tendered hereby; and (e) the undersigned has read and agrees to all of the terms of the Offer. The names and addresses of the registered owners should be printed, if they are not already printed above, exactly as they appear on the certificates representing Shares tendered hereby. The certificate 3 numbers, the number of Shares represented by such certificates, the number of Shares that the undersigned wishes to tender and the purchase price at which such Shares are being tendered should be indicated in the appropriate boxes in this Letter of Transmittal. The undersigned understands that the Company will, upon the terms and subject to the conditions of the Offer, determine a single per Share price (not greater than $25.00 nor less than $22.00 per Share) (the "Purchase Price") that it will pay for Shares properly tendered and not withdrawn pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering stockholders. The undersigned understands that the Company will select the lowest Purchase Price that will allow it to purchase 1,100,000 Shares (or such lesser number of Shares as are properly tendered and not withdrawn at prices not greater than $25.00 nor less than $22.00 per Share) pursuant to the Offer. The undersigned understands that all Shares properly tendered and not withdrawn at prices at or below the Purchase Price will be purchased at the Purchase Price, net to the seller in cash, upon the terms and subject to the conditions of the Offer, including its proration and conditional tender provisions, and that the Company will return all other Shares, including Shares tendered and not withdrawn at prices greater than the Purchase Price, Shares not purchased because of proration and Shares that were conditionally tendered and not accepted for purchase. The undersigned understands that no separate consideration will be paid for the Rights. The undersigned understands that a tendering stockholder may condition such stockholder's tender of Shares upon the purchase by the Company of a specified minimum number of Shares tendered hereby, as described in Section 3 of the Offer to Purchase. Such a conditional tender may be made by completing the box under the heading "Conditional Tender" below. If such box is not completed, the tender will be deemed unconditional. The undersigned recognizes that under certain circumstances set forth in the Offer to Purchase, the Company may terminate or amend the Offer, may postpone the acceptance for payment of or payment for Shares tendered, may not be required to purchase any of the Shares tendered hereby or may accept for payment fewer than all of the Shares tendered hereby. The undersigned understands that the Offer is not conditioned upon any minimum number of Shares being tendered. The Offer is, however, subject to certain other conditions set forth in Section 6 of the Offer to Purchase. The undersigned understands that certificate(s) for any Shares not tendered or not purchased will be returned to the undersigned at the address indicated above, unless otherwise indicated under the "Special Payment Instructions" or "Special Delivery Instructions" below. The undersigned recognizes that the Company has no obligation, pursuant to the "Special Payment Instructions," to transfer any certificate for Shares from the name of their registered owner if the Company purchases none of the Shares represented by such certificate. The undersigned understands that acceptance of Shares by the Company for payment will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Offer. The check for the Purchase Price for such of the tendered Shares as are purchased will be issued to the order of the undersigned and mailed to the address of the stockholder(s) indicated above unless otherwise indicated under the "Special Payment Instructions" or the "Special Delivery Instructions" below (or, in the case of Shares tendered by book-entry transfer, by credit to the account at the Book-Entry Transfer Facility designated above). All authority conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned, and any obligations of the undersigned under this Letter of Transmittal shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable. 4 NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY. ODD LOTS (SEE INSTRUCTION 8) To be completed ONLY if Shares are being tendered by or on behalf of a person owning beneficially as of the close of business on March 24, 1997, and who continues to own beneficially as of the Expiration Date, an aggregate of fewer than 100 Shares. The undersigned either (check one box): / / was the beneficial owner as of the close of business on March 24, 1997, and will continue to be the beneficial owner as of the Expiration Date, of an aggregate of fewer than 100 Shares, all of which are being tendered, or / / is a broker, dealer, commercial bank, trust company or other nominee which: (a) is tendering, for the beneficial owners thereof, all Shares with respect to which it is the record owner, and (b) believes, based upon representations made to it by such beneficial owners, that each such person was the beneficial owner as of the close of business on March 24, 1997, and will continue to be the beneficial owner as of the Expiration Date, of an aggregate of fewer than 100 Shares and is tendering all of such Shares. In addition, the undersigned is tendering Shares either (check one box): / / at the Purchase Price determined by the Company in accordance with the terms of the Offer (persons checking this box need not indicate the price per Share below under "Price (In Dollars) Per Share At Which Shares Are Being Tendered" in this Letter of Transmittal); or / / at the price per Share indicated below under "Price (In Dollars) Per Share At Which Shares Are Being Tendered" in this Letter of Transmittal. ODD LOT SHARES CANNOT BE CONDITIONALLY TENDERED. PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED (SEE INSTRUCTION 5) CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED (EXCEPT AS PROVIDED IN THE "ODD LOTS" BOX ABOVE), THERE IS NO PROPER TENDER OF SHARES. / / $ 22.00 / / $ 22.75 / / $ 23.50 / / $ 24.25 / / $ 25.00 / / $ 22.25 / / $ 23.00 / / $ 23.75 / / $ 24.50 / / $ 22.50 / / $ 23.25 / / $ 24.00 / / $ 24.75
IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE, USE A SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE SPECIFIED. 5 SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 1, 6, 7 AND 9) (SEE INSTRUCTIONS 1, 6, 7 AND 9) To be completed ONLY if certificate(s) for To be completed ONLY if certificate(s) for Shares not tendered or not accepted for Shares not tendered or not accepted for payment and any check for the Purchase Price payment and any check for the Purchase Price of Shares purchased are to be issued in the of Shares purchased, issued in the name of name of and sent to someone other than the the undersigned, are to be sent to someone undersigned. other than the undersigned, or to the Issue certificate(s) and any check to: undersigned at an address other than that Name_____________________________________ shown above. _____________________________________ Mail certificate(s) and any check to: _____________________________________ Name _________________________________ (Please Print) _________________________________ Print)___________________________________ _________________________________ Address__________________________________ (Please Print) _________________________________________ Address_______________________________ (Include Zip Code) _______________________________ _________________________________________ (Include Zip Code) (Tax Identification or Social Security Number) (See Substitute Form W-9 contained herein)
CONDITIONAL TENDER A tendering stockholder may condition such stockholder's tender of Shares upon the purchase by the Company of a specified minimum number of Shares tendered hereby, all as described in the Offer to Purchase, particularly in Section 3 thereof. Unless at least such minimum number of Shares is purchased by the Company pursuant to the terms of the Offer, none of the Shares tendered hereby will be purchased. It is the tendering stockholder's responsibility to calculate such minimum number of Shares, and each stockholder is urged to consult such stockholder's own tax advisor. UNLESS THIS BOX HAS BEEN COMPLETED AND A MINIMUM NUMBER OF SHARES TENDERED HEREBY IS SPECIFIED, THE TENDER WILL BE DEEMED UNCONDITIONAL. Minimum number of Shares that must be purchased, if any are purchased: ____________ Shares 6 STOCKHOLDER(S) SIGN HERE (SEE INSTRUCTIONS 1 AND 6) (ALSO COMPLETE SUBSTITUTE FORM W-9 CONTAINED HEREIN) Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by certificate(s) and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please provide full title and see Instruction 6. Signature(s) of Owner(s) _____________________________________________________ _____________________________________________________ Dated _________________________________, 1997 Name(s) ______________________________________________________________________ ______________________________________________________________________ (Please Print) Capacity (full title) ________________________________________________________ Address ______________________________________________________________________ ______________________________________________________________________ (Include Zip Code) Area Code and Telephone Number _______________________________________________ Taxpayer Identification or Social Security No. __________________________________________________________ (Complete Substitute Form W-9 contained herein) GUARANTEE OF SIGNATURE(S) (SEE INSTRUCTIONS 1 AND 6) Authorized Signature _________________________________________________________ Name _________________________________________________________________________ (Please Print) Title ________________________________________________________________________ Name of Firm _________________________________________________________________ Address ______________________________________________________________________ ______________________________________________________________________ (Include Zip Code) Area Code and Telephone Number _______________________________________________ Dated _________________________________, 1997 7 INSTRUCTIONS FORMING PART OF THE TERMS OF THE OFFER 1. GUARANTEE OF SIGNATURES. No signature guarantee is required if either: (a) this Letter of Transmittal is signed by the registered owner of the Shares exactly as the name of the registered owner appears on the certificate(s) (which term, for purposes of this document, shall include any participant in a Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Shares) tendered with this Letter of Transmittal and payment and delivery are to be made directly to such owner unless such owner has completed either the box entitled "Special Payment Instructions" or "Special Delivery Instructions" above; or (b) such Shares are tendered for the account of a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of a recognized Medallion Program approved by The Securities Transfer Association Inc. (each such entity, an "Eligible Institution"). In all other cases, an Eligible Institution must guarantee all signatures on this Letter of Transmittal. See Instruction 6. 2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY PROCEDURES. This Letter of Transmittal is to be used only if certificates are delivered with it to the Depositary (or such certificates will be delivered pursuant to a Notice of Guaranteed Delivery previously sent to the Depositary) or, if tenders are to be made pursuant to the procedure for tender by book-entry transfer set forth in Section 3 of the Offer to Purchase, unless an Agent's Message is utilized. Certificates for all physically tendered Shares or confirmation of a book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility of Shares tendered electronically, together in each case with a properly completed and duly executed Letter of Transmittal or facsimile hereof, and any required signature guarantees, or an Agent's Message in connection with a book-entry delivery of Shares, and any other documents required by this Letter of Transmittal, should be mailed or delivered to the Depositary at the appropriate address set forth herein and must be received by the Depositary on or before the Expiration Date. Stockholders whose certificates are not immediately available or who cannot deliver Shares and all other required documents to the Depositary on or before the Expiration Date, or whose Shares cannot be delivered on a timely basis pursuant to the procedures for book-entry transfer, may tender their Shares by or through any Eligible Institution by properly completing (including the price at which the Shares are being tendered) and duly executing and delivering a Notice of Guaranteed Delivery (or facsimile thereof) and by otherwise complying with the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to such procedure, the certificates for all physically tendered Shares, or book-entry confirmation, as the case may be, as well as a properly completed and duly executed Letter of Transmittal (or a facsimile hereof), with any required signature guarantees (or, in the case of a book-entry delivery, an Agent's Message) and all other documents required by this Letter of Transmittal, must be received by the Depositary no later than 5:00 p.m., New York City time, on the third New York Stock Exchange, Inc. trading day after the date of execution of such Notice of Guaranteed Delivery, all as provided in Section 3 of the Offer to Purchase. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, facsimile transmission or mail to the Depositary and must include a signature guarantee by an Eligible Institution in the form set forth in such Notice. For Shares to be properly tendered pursuant to the guaranteed delivery procedure, the Depositary must receive the Notice of Guaranteed Delivery on or before the Expiration Date. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. Except as specifically permitted by the conditional tender provision of the Offer (see Section 3 of the Offer to Purchase), the Company will not accept any alternative, conditional or contingent tenders, nor will it purchase any fractional Shares. All tendering stockholders, by execution of this Letter of 8 Transmittal (or a facsimile hereof), waive any right to receive any notice of the acceptance for payment of their tendered Shares. 3. INADEQUATE SPACE. If the space provided in the box captioned "Description of Shares Tendered" is inadequate, the certificate numbers and the number of Shares should be listed on a separate signed schedule referenced in such box and attached to this Letter of Transmittal. 4. PARTIAL TENDERS AND UNPURCHASED SHARES. (Not applicable to stockholders who tender by book-entry transfer.) If fewer than all of the Shares evidenced by any certificate are to be tendered, fill in the number of Shares which are to be tendered in the column entitled "Number of Shares Tendered." In such case, if any tendered Shares are purchased, a new certificate for the remainder of the Shares evidenced by the old certificate(s) will be issued and sent to the registered holders, unless otherwise specified in either the "Special Payment Instructions" or "Special Delivery Instructions" boxes on this Letter of Transmittal, as promptly as practicable after the Expiration Date. All Shares represented by the certificate(s) listed and delivered to the Depositary are deemed to have been tendered unless otherwise indicated. 5. INDICATION OF PRICE AT WHICH SHARES ARE BEING TENDERED. For Shares to be properly tendered, the stockholder must check the box indicating the price per Share at which such stockholder is tendering Shares under "Price (In Dollars) Per Share At Which Shares Are Being Tendered" on this Letter of Transmittal, provided, however, that an Odd Lot Owner (as defined in Section 2 of the Offer to Purchase) may check the box above in the section entitled "Odd Lots" indicating that such stockholder is tendering all Shares at the Purchase Price determined by the Company in accordance with the terms of the Offer. ONLY ONE BOX MAY BE CHECKED. IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED, THERE IS NO PROPER TENDER OF SHARES (OTHER THAN PURSUANT TO TENDERS BY ODD LOT HOLDERS AS PROVIDED HEREIN). A STOCKHOLDER WISHING TO TENDER PORTIONS OF SUCH STOCKHOLDER'S SHARE HOLDINGS AT DIFFERENT PRICES MUST COMPLETE A SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE AT WHICH SUCH STOCKHOLDER WISHES TO TENDER EACH SUCH PORTION OF SUCH STOCKHOLDER'S SHARES. THE SAME SHARES CANNOT BE TENDERED (UNLESS PREVIOUSLY PROPERLY WITHDRAWN AS PROVIDED IN SECTION 4 OF THE OFFER TO PURCHASE) AT MORE THAN ONE PRICE. 6. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. (a) If this Letter of Transmittal is signed by the registered owner(s) of the Shares tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificates without any change whatsoever. (b) If the Shares tendered hereby are registered in the names of two or more joint owners, each such owner must sign this Letter of Transmittal. (c) If any tendered Shares are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or facsimiles hereof) as there are different registrations of certificates. (d) When this Letter of Transmittal is signed by the registered owner(s) of the Shares listed and transmitted hereby, no endorsements of certificate(s) representing such Shares or separate stock powers are required unless payment is to be made, or the certificates for Shares not tendered or not purchased are to be issued, to a person other than the registered owner(s). Signatures on such certificates or stock powers must be guaranteed by an Eligible Institution. If this Letter of Transmittal is signed by a person other than the registered owner of the certificates listed and tendered hereby, however, the certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered owner(s) appear(s) on the certificates, and the signatures on such certificates or stock powers must be guaranteed by an Eligible Institution. See Instruction 1. (e) If this Letter of Transmittal or any certificates or stock powers are signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting 9 in a fiduciary or representative capacity, such person should so indicate when signing and must submit proper evidence satisfactory to the Company of its authority so to act. 7. STOCK TRANSFER TAXES. Except as provided in this Instruction 7, no stock transfer tax stamps or funds to cover such stamps need accompany this Letter of Transmittal. The Company will pay or cause to be paid any stock transfer taxes payable on the transfer to it of Shares purchased pursuant to the Offer. If, however: (a) payment of the Purchase Price is to be made to any person(s) other than the registered owner(s); (b) Shares not tendered or not accepted for purchase are to be registered in the name of any person(s) other than the registered owner(s); or (c) tendered certificates are registered in the name(s) of any person(s) other than the person(s) signing this Letter of Transmittal, then the Depositary will deduct from the Purchase Price the amount of any stock transfer taxes (whether imposed on the registered owner or such other person) payable on account of the transfer to such person unless satisfactory evidence of the payment of such taxes or an exemption from them is submitted. See Section 5 of the Offer to Purchase. 8. ODD LOTS. As described in Sections 1 and 2 of the Offer to Purchase, if the Company is to purchase less than all Shares properly tendered and not withdrawn before the Expiration Date, the Shares purchased first will consist of all Shares tendered by any stockholder who owned beneficially as of the close of business on March 24, 1997, and who continues to own beneficially as of the Expiration Date, an aggregate of fewer than 100 Shares and who properly and unconditionally tenders all of such stockholder's Shares at or below the Purchase Price (including by not designating a purchase price as described in Instruction 5 above). Partial or conditional tenders will not qualify for this preference. This preference will not be available unless the box captioned "Odd Lots" in this Letter of Transmittal and the Notice of Guaranteed Delivery, if any, is completed. 9. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If certificates for Shares not tendered or not purchased and/or checks for payment of the Purchase Price are to be issued in the name of a person other than the person signing the Letter of Transmittal or if such certificates and/or checks are to be sent to someone other than the person signing the Letter of Transmittal or to the signer at a different address than that shown above in the box captioned "Description of Shares Tendered," the boxes captioned "Special Payment Instructions" and/or "Special Delivery Instructions" on this Letter of Transmittal should be completed as applicable and signatures must be guaranteed as described in Instruction 1. 10. IRREGULARITIES. The Company will determine, in its sole discretion, all questions as to the number of Shares to be accepted, the price to be paid therefor and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares and its determination shall be final and binding on all parties. The Company reserves the absolute right to reject any or all tenders of Shares determined by it not to be in proper form or the acceptance of or payment for which may, based on the advice of the Company's counsel, be unlawful. The Company also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in the tender of any particular Shares and the Company's interpretation of the terms of the Offer (including these instructions) will be final and binding on all parties. No tender of Shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Company shall determine. None of the Company, the Dealer Manager, the Depositary, the Information Agent (as those terms are defined in the Offer to Purchase) nor any other person is or will be obligated to give notice of defects or irregularities in tenders, nor shall any of them incur any liability for failure to give any such notice. 11. QUESTIONS AND REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions and request for assistance may be directed to, or additional copies of the Offer to Purchase, the Notice of Guaranteed Delivery and this Letter of Transmittal may be obtained from, the Information 10 Agent or the Dealer Manager at their respective addresses and telephone numbers set forth at the end of this Letter of Transmittal or from your broker, dealer, commercial bank or trust company. 12. SUBSTITUTE FORM W-9. Each tendering stockholder that is not an exempt recipient (see "Important Tax Information" below) is required to provide the Depositary with a correct taxpayer identification number ("TIN") on Substitute Form W-9 (the "Form W-9") which is provided under "Important Tax Information" below, and, to certify whether such stockholder is subject to backup withholding of federal income tax. If a tendering stockholder is subject to backup withholding, such stockholder must cross out item (2) of the Certification box of the Form W-9. Failure to provide the information on the Form W-9 may subject the tendering stockholder to a 31% federal income tax withholding on the payments made to the stockholder or other payee with respect to Shares purchased pursuant to the Offer. If the tendering stockholder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, such stockholder should write "Applied For" in the space provided for the TIN in Part I, and sign and date the Form W-9. If "Applied For" is written in Part I and the Depositary is not provided with a TIN within sixty (60) days, the Depositary will withhold 31% on all such payments until a TIN is provided to the Depositary. 13. WITHHOLDING ON FOREIGN STOCKHOLDERS. The Depositary will withhold federal income taxes equal to 30% of the gross payments payable to a foreign stockholder unless the Depositary determines that a reduced rate of withholding or an exemption from withholding is applicable. For this purpose, a foreign stockholder is any stockholder that is not (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States or any political subdivision thereof, (iii) any estate the income of which is subject to United States federal income taxation regardless of the source of such income or (iv) a trust with respect to which (a) a court within the United States is able to exercise primary supervision over the administration of the trust, and (b) one or more United States fiduciaries have the authority to control all substantial decisions of the trust. The Depositary will determine a stockholder's status as a foreign stockholder and eligibility for a reduced rate of, or an exemption from, withholding by reference to the stockholder's address and to any outstanding certificates or statements concerning eligibility for a reduced rate of, or exemption from, withholding unless facts and circumstances indicate that reliance is not warranted. A foreign stockholder who has not previously submitted the appropriate certificates or statements with respect to a reduced rate of, or exemption from, withholding for which such stockholder may be eligible should consider doing so in order to avoid overwithholding. A foreign stockholder may be eligible to obtain a refund of tax withheld if such stockholder meets one of the three tests for capital gain or loss treatment described in Section 14 of the Offer to Purchase or is otherwise able to establish that no tax or a reduced amount of tax was due. IMPORTANT: THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE HEREOF (TOGETHER WITH CERTIFICATES FOR SHARES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS), TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, OR AN AGENT'S MESSAGE IN CONNECTION WITH A BOOK-ENTRY DELIVERY, OR THE NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY ON OR BEFORE THE EXPIRATION DATE. 11 IMPORTANT TAX INFORMATION Under federal income tax law, a stockholder whose tendered Shares are accepted for payment is required to provide the Depositary with such stockholder's correct TIN on Form W-9 below. If a tendering stockholder is subject to backup withholding, such stockholder must cross out item (2) on the Certification box of Form W-9. If the Depositary is not provided with the correct TIN, the Internal Revenue Service may subject the stockholder or other payee to a $50 penalty. In addition, payments that are made to such stockholder or other payee with respect to Shares purchased pursuant to the Offer may be subject to backup withholding. Certain stockholders (including, among others, all corporations and certain foreign individuals) are considered "exempt recipients" and are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, the stockholder must submit a Form W-8, signed under penalties of perjury, attesting to that individual's exempt status. A Form W-8 can be obtained from the Depositary. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for more instructions. If backup withholding applies, the Depositary is required to withhold 31% (or 30% for foreign stockholders) of any such payments made to the stockholder or other payee. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained upon filing an income tax return. PURPOSE OF FORM W-9 To prevent backup withholding on payment made to a stockholder or other payee with respect to Shares purchased pursuant to the Offer, the stockholder is required to notify the Depositary of the stockholder's correct TIN by completing the form below, certifying that the TIN provided on Form W-9 is correct (or that such stockholder is awaiting a TIN) and that: (a) the stockholder has not been notified by the Internal Revenue Service that the stockholder is subject to backup withholding as a result of failure to report all interest or dividends; or (b) the Internal Revenue Service has notified the stockholder that the stockholder is no longer subject to backup withholding. The stockholder is required to give the Depositary the TIN (i.e., social security number or employer identification number) of the record owner of the Shares. If the Shares are registered in more than one name or are not in the name of the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional guidance on which number to report. 12 PAYER'S NAME: HARRIS TRUST COMPANY OF NEW YORK SUBSTITUTE PART I--PLEASE PROVIDE YOUR TIN FORM W-9 SOCIAL SECURITY NUMBER OR EMPLOYER IDENTIFICATION NUMBER: DEPARTMENT OF THE TREASURY _____________________________________ INTERNAL REVENUE SERVICE (if awaiting TIN write "Applied For") PAYER'S REQUEST FOR PART II--For payees exempt from backup withholding, see the TAXPAYER enclosed Guidelines for Certification of Taxpayer IDENTIFICATION NUMBER (TIN) Identification Number on Substitute Form W-9 and complete as instructed therein. PART III--CERTIFICATION (PLEASE CERTIFY BY SIGNING AND DATING) Under the penalties of perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or a Taxpayer Identification Number has not been issued to me) or either (a) I have mailed or delivered an application to receive a Taxpayer Identification Number to the appropriate Internal Revenue Service (IRS) or Social Security Administration office or (b) I intend to mail or deliver an application in the near future (I understand that if I do not provide a Taxpayer Identification Number within sixty (60) days, 31% of all reportable payments made to me thereafter will be withheld until I provide a number); and (2) I am not subject to backup withholding either because I have not been notified by the IRS that I am subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified me that I am no longer subject to backup withholding. CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). (Also see instructions in the enclosed Guidelines.) SIGNATURE _______________________ DATE________ , 1997
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED "GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS. 13 THE INFORMATION AGENT FOR THE OFFER IS: D. F. KING & CO., INC. 77 Water Street New York, New York 10005 (212) 269-5550 (Call Collect) (800) 207-2014 (Toll-free) THE DEALER MANAGER FOR THE OFFER IS: LEHMAN BROTHERS 555 California Street San Francisco, California 94104 (415) 274-5263 (Call Collect) EX-99.(A)(3) 4 EXHIBIT 99.(A)(3) WYNN'S INTERNATIONAL, INC. NOTICE OF GUARANTEED DELIVERY OF SHARES OF COMMON STOCK OFFER TO PURCHASE FOR CASH UP TO 1,100,000 SHARES OF ITS COMMON STOCK (INCLUDING THE ASSOCIATED JUNIOR PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS) AT A PURCHASE PRICE NOT GREATER THAN $25.00 NOR LESS THAN $22.00 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, APRIL 22, 1997, UNLESS THE OFFER IS EXTENDED. This form or a facsimile copy hereof must be used to tender Shares (as defined below) pursuant to the Offer (as defined below) if: (a) certificates for Shares of Wynn's International, Inc., a Delaware corporation (the "Company"), are not immediately available; or (b) the procedure for book-entry transfer cannot be completed on a timely basis; or (c) time will not permit the Letter of Transmittal or other required documents to reach the Depositary before the Expiration Date (as defined in Section 1 of the Offer to Purchase, as defined below). This form or a facsimile copy hereof, signed and properly completed, may be delivered by hand, mail, telegram or facsimile transmission by Eligible Institutions (as defined in Section 3 of the Offer to Purchase) only to the Depositary by the Expiration Date. See Section 3 of the Offer to Purchase. THE ELIGIBLE INSTITUTION THAT COMPLETES THIS FORM MUST COMMUNICATE THE GUARANTEE TO THE DEPOSITARY AND MUST DELIVER THE LETTER OF TRANSMITTAL AND CERTIFICATES FOR SHARES TO THE DEPOSITARY WITHIN THE TIME SET FORTH HEREIN. FAILURE TO DO SO COULD RESULT IN A FINANCIAL LOSS TO SUCH ELIGIBLE INSTITUTION. HARRIS TRUST COMPANY OF NEW YORK, DEPOSITARY
BY HAND: BY OVERNIGHT COURIER: BY MAIL: Receive Window 77 Water Street P.O. Box 1023 77 Water Street--5th Floor 4th Floor Wall Street Station New York, New York 10005 New York, New York 10005 New York, New York 10268 BY FACSIMILE: TELEPHONE NUMBER: TO CONFIRM BY TELEPHONE: (212) 701-7636 For Information (212) 701-7624 (212) 701-7640 Call Collect (212) 701-7624
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN THOSE SHOWN ABOVE OR TRANSMISSION OF INSTRUCTIONS TO A FACSIMILE NUMBER OTHER THAN THOSE LISTED ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX IN THE LETTER OF TRANSMITTAL. Ladies and Gentlemen: The undersigned hereby tenders to the Company at the price per Share indicated below, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 26, 1997 (the "Offer to Purchase"), and the related Letter of Transmittal (which together with the Offer to Purchase constitute the "Offer"), receipt of which is hereby acknowledged, that number of shares of Common Stock, $1.00 par value per share (the "Shares") (including the associated Junior Participating Preferred Stock Purchase Rights (the "Rights") issued pursuant to the Rights Agreement, dated as of March 3, 1989, as amended, between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent), of the Company indicated below, pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Unless the Rights are redeemed by the Company prior to the expiration of the Offer, a tender of Shares will also constitute a tender of the Rights. Unless the context requires otherwise, all references herein to the Shares shall include the Rights. PLEASE TYPE OR PRINT Certificate No(s). (if available) Name(s) Number of Shares If Shares will be tendered by book-entry Address(es) transfer, check one box: / / The Depository Trust Company / / Philadelphia Depository Trust Company Area Code and Tel. No. Account Number Sign Here Dated , 1997
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED (EXCEPT AS PROVIDED IN THE "ODD LOTS" BOX BELOW), THERE IS NO PROPER TENDER OF SHARES. / / $22.00 / / $22.75 / / $23.50 / / $24.25 / / $25.00 / / $22.25 / / $23.00 / / $23.75 / / $24.50 / / $22.50 / / $23.25 / / $24.00 / / $24.75
IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE, USE A SEPARATE NOTICE OF GUARANTEED DELIVERY FOR EACH PRICE SPECIFIED. 2 ODD LOTS To be completed ONLY if Shares are being tendered by or on behalf of a person owning beneficially as of the close of business on March 24, 1997, and who continues to own beneficially as of the Expiration Date, an aggregate of fewer than 100 Shares. The undersigned either (check one box): / / was the beneficial owner, as of the close of business on March 24, 1997, and will continue to be the beneficial owner as of the Expiration Date, of an aggregate of fewer than 100 Shares, all of which are being tendered, or / / is a broker, dealer, commercial bank, trust company or other nominee which: (a) is tendering, for the beneficial owners thereof, all Shares with respect to which it is the record owner, and (b) believes, based upon representations made to it by such beneficial owners, that each such person was the beneficial owner as of the close of business on March 24, 1997, and will continue to be the beneficial owner as of the Expiration Date, of an aggregate of fewer than 100 Shares and is tendering all of such Shares. In addition, the undersigned is tendering Shares either (check one box): / / at the Purchase Price (as defined in the Offer to Purchase) determined by the Company in accordance with the terms of the Offer (persons checking this box need not indicate the price per Share in the box above entitled "Price (In Dollars) Per Share At Which Shares Are Being Tendered"); or / / at the price per Share indicated in the box above entitled "Price (In Dollars) Per Share At Which Shares Are Being Tendered." ODD LOT SHARES CANNOT BE CONDITIONALLY TENDERED. CONDITIONAL TENDER A tendering stockholder may condition such stockholder's tender of Shares upon the purchase by the Company of a specified minimum number of Shares tendered, all as described in the Offer to Purchase, particularly in Section 3 thereof. Unless at least such minimum number of Shares is purchased by the Company pursuant to the terms of the Offer, none of the Shares tendered will be purchased. It is the tendering stockholder's responsibility to calculate such minimum number of Shares, and each stockholder is urged to consult with such stockholder's own tax advisor. UNLESS THIS BOX HAS BEEN COMPLETED AND A MINIMUM NUMBER OF SHARES TENDERED IS SPECIFIED, THE TENDER WILL BE DEEMED UNCONDITIONAL. Minimum number of Shares that must be purchased, if any are purchased: ____________ Shares 3 GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE) The undersigned bank, broker, dealer, credit union, savings association, or other entity that is a member in good standing of a recognized Medallion Program approved by The Securities Transfer Association Inc. (each, an "Eligible Institution"), hereby guarantees that (i) the above-named person(s) has a net long position in the Shares or equivalent securities within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended, at least equal to the Shares tendered, (ii) such tender of Shares complies with Rule 14e-4, and (iii) either the certificates representing the Shares tendered hereby in proper form for transfer, or timely confirmation of the book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company or the Philadelphia Depository Trust Company (pursuant to the procedures set forth in Section 3 of the Offer to Purchase), in each case together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof) with any required signature guarantee, or an Agent's Message (as defined in the Offer to Purchase) in the case of a book-entry transfer, and any other documents required by the Letter of Transmittal, will be received by the Depositary at one of its addresses set forth above no later than 5:00 p.m., New York City time, on the third New York Stock Exchange, Inc. trading day after the date of execution hereof. Name of Firm Authorized Signature Name Address Please Type or Print City State Zip Code Title Area Code and Tel. No. Date , 1997 DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE. SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
4 EX-99.(A)(4) 5 EXHIBIT 99.(A)(4) LEHMAN BROTHERS 555 California Street San Francisco, California 94104 (415) 274-5263 WYNN'S INTERNATIONAL, INC. OFFER TO PURCHASE FOR CASH UP TO 1,100,000 SHARES OF ITS COMMON STOCK (INCLUDING THE ASSOCIATED JUNIOR PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS) AT A PURCHASE PRICE NOT GREATER THAN $25.00 NOR LESS THAN $22.00 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, APRIL 22, 1997, UNLESS THE OFFER IS EXTENDED. March 26, 1997 To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: Wynn's International, Inc., a Delaware corporation (the "Company"), has appointed us to act as Dealer Manager in connection with its offer to purchase for cash up to 1,100,000 shares of its Common Stock, $1.00 par value per share (the "Shares") (including the associated Junior Participating Preferred Stock Purchase Rights (the "Rights") issued pursuant to the Rights Agreement, dated as of March 3, 1989, as amended, between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent), at a price, net to the seller in cash, not greater than $25.00 nor less than $22.00 per Share, upon the terms and subject to the conditions set forth in its Offer to Purchase, dated March 26, 1997 (the "Offer to Purchase"), and in the related Letter of Transmittal (which, together with the Offer to Purchase, constitutes the "Offer"). We enclose the materials listed below relating to the Offer. Upon the terms and subject to the conditions of the Offer, the Company will determine a single per Share price (not greater than $25.00 nor less than $22.00 per Share) (the "Purchase Price") that it will pay for Shares properly tendered and not withdrawn pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering stockholders. The Company will select the lowest Purchase Price that will allow it to purchase 1,100,000 Shares (or such lesser number of Shares as are properly tendered and not withdrawn at prices not greater than $25.00 nor less than $22.00 per Share) pursuant to the Offer. All Shares properly tendered and not withdrawn at prices at or below the Purchase Price will be purchased at the Purchase Price, net to the seller in cash, upon the terms and subject to the conditions of the Offer, including the proration and conditional tender terms thereof. No separate consideration will be paid for the Rights. The Company will return all Shares not purchased under the Offer, including Shares tendered and not withdrawn at prices greater than the Purchase Price, Shares not purchased because of proration and Shares that were conditionally tendered and not accepted for purchase. See Section 1 of the Offer to Purchase. Unless the Rights are redeemed by the Company prior to the expiration of the Offer, a tender of Shares will also constitute a tender of the Rights. Unless the context requires otherwise, all references herein to the Shares shall include the Rights. If, prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase), more than 1,100,000 Shares (or such greater number of Shares as the Company may elect to purchase) are properly tendered and not withdrawn at or below the Purchase Price, the Company will, upon the terms and subject to the conditions of the Offer, accept Shares for purchase first from all Odd Lot Owners (as defined in Section 2 of the Offer to Purchase) who properly tender all (and do not withdraw any) of their Shares at or below the Purchase Price and then, subject to the conditional tender provisions described in Section 3 of the Offer to Purchase, on a pro rata basis, if necessary, from all other stockholders whose Shares are properly tendered and not withdrawn at or below the Purchase Price. THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS SET FORTH IN THE OFFER. SEE SECTION 6 OF THE OFFER TO PURCHASE. For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents: 1. Offer to Purchase, dated March 26, 1997; 2. Letter to Clients which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Offer; 3. Letter, dated March 26, 1997, from James Carroll, Chairman of the Board and Chief Executive Officer of the Company, and John W. Huber, President and Chief Operating Officer of the Company, to stockholders of the Company; 4. Letter of Transmittal for your use and for the information of your clients (together with Substitute Form W-9 and guidelines); 5. Notice of Guaranteed Delivery to be used to accept the Offer if Share certificates and all other required documents cannot be delivered to the Depositary by the Expiration Date or if the procedure for book-entry transfer cannot be completed on a timely basis; and 6. Return envelope addressed to Harris Trust Company of New York, the Depositary. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, APRIL 22, 1997, UNLESS THE OFFER IS EXTENDED. No fees or commissions will be payable to brokers, dealers, commercial banks, trust companies or any other persons for soliciting tenders of Shares pursuant to the Offer (other than the Dealer Manager, as described in the Offer to Purchase). The Company will, however, upon request through the Information Agent, reimburse you for reasonable and customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to the beneficial owners of Shares held by you as a nominee or in a fiduciary capacity. The Company will pay or cause to be paid any stock transfer taxes applicable to its purchase of Shares pursuant to the Offer, except as otherwise provided in Instruction 7 of the Letter of Transmittal. In order to take advantage of the Offer, a duly executed and properly completed Letter of Transmittal (or facsimile thereof), together with any required signature guarantees, or an Agent's Message (as defined in the Offer to Purchase) in connection with a book-entry delivery of Shares, and any other required documents must be sent to the Depositary with either certificate(s) representing the tendered Shares or confirmation of their book-entry transfer into the Depositary's account maintained at one of the Book-Entry Transfer Facilities (as defined in Section 3 of the Offer to Purchase), all in accordance with the instructions set forth in the Letter of Transmittal and the Offer to Purchase. As described in Section 3 of the Offer to Purchase, tenders may be made without the concurrent deposit of stock certificates or concurrent compliance with the procedure for book-entry transfer, if such tenders are made by or through a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of a recognized Medallion Program approved by The Securities Transfer Association Inc. Certificates for Shares so tendered (or a confirmation of a book-entry transfer of such Shares into the Depositary's account at one of the Book-Entry Transfer Facilities), together with a properly completed and duly executed Letter of Transmittal, or an Agent's Message in connection with a book-entry 2 transfer, and any other documents required by the Letter of Transmittal, must be received by the Depositary no later than 5:00 p.m., New York City time, on the third New York Stock Exchange, Inc. trading day after the date of execution of the Notice of Guaranteed Delivery. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. STOCKHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE TENDERED. THE COMPANY HAS BEEN ADVISED THAT NONE OF ITS DIRECTORS OR EXECUTIVE OFFICERS INTENDS TO TENDER SHARES PURSUANT TO THE OFFER. SEE SECTION 8 OF THE OFFER TO PURCHASE. Any inquiries you may have with respect to the Offer should be addressed to the Dealer Manager or to the Information Agent at their respective addresses and telephone numbers set forth on the back cover of the Offer to Purchase. Additional copies of the enclosed material may be obtained from the Information Agent, D. F. King & Co., Inc., telephone (800) 207-2014. Very truly yours, LEHMAN BROTHERS Enclosures NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS THE AGENT OF THE COMPANY, THE DEALER MANAGER, THE INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN. 3 EX-99.(A)(5) 6 EXHIBIT 99.(A)(5) WYNN'S INTERNATIONAL, INC. OFFER TO PURCHASE FOR CASH UP TO 1,100,000 SHARES OF ITS COMMON STOCK (INCLUDING THE ASSOCIATED JUNIOR PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS) AT A PURCHASE PRICE NOT GREATER THAN $25.00 NOR LESS THAN $22.00 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, APRIL 22, 1997, UNLESS THE OFFER IS EXTENDED. March 26, 1997 To Our Clients: Enclosed for your consideration are the Offer to Purchase, dated March 26, 1997 (the "Offer to Purchase") and the related Letter of Transmittal (which together constitute the "Offer"), in connection with the offer by Wynn's International, Inc., a Delaware corporation (the "Company"), to purchase for cash up to 1,100,000 shares of its Common Stock, $1.00 par value per share (the "Shares") (including the associated Junior Participating Preferred Stock Purchase Rights (the "Rights") issued pursuant to the Rights Agreement, dated as of March 3, 1989, as amended, between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent), at a price, net to the seller in cash, not greater than $25.00 nor less than $22.00 per Share, upon the terms and subject to the conditions of the Offer. The Company will, upon the terms and subject to the conditions of the Offer, determine a single per Share price (not greater than $25.00 nor less than $22.00 per Share) (the "Purchase Price") that it will pay for Shares properly tendered and not withdrawn pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering stockholders. The Company will select the lowest Purchase Price that will allow it to purchase 1,100,000 Shares (or such lesser number of Shares as are properly tendered and not withdrawn at prices not greater than $25.00 nor less than $22.00 per Share) pursuant to the Offer. All Shares properly tendered and not withdrawn prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase) at prices at or below the Purchase Price will be purchased at the Purchase Price, net to the seller in cash, upon the terms and subject to the conditions of the Offer, including the proration and conditional tender provisions thereof. No separate consideration will be paid for the Rights. The Company will return all other Shares, including Shares tendered and not withdrawn at prices greater than the Purchase Price, Shares not purchased because of proration and Shares that were conditionally tendered and not accepted for purchase. See Section 1 of the Offer to Purchase. Unless the Rights are redeemed by the Company prior to the expiration of the Offer, a tender of the Shares will also constitute a tender of the Rights. Unless the context requires otherwise, all references herein to the Shares shall include the Rights. If, prior to the Expiration Date, more than 1,100,000 Shares (or such greater number of Shares as the Company may elect to purchase) are properly tendered and not withdrawn at or below the Purchase Price, the Company will, upon the terms and subject to the conditions of the Offer, accept Shares for purchase first from all Odd Lot Owners (as defined in Section 2 of the Offer to Purchase) who properly tender all (and do not withdraw any of) their Shares at or below the Purchase Price and then, subject to the conditional tender provisions described in Section 3 of the Offer to Purchase, on a pro rata basis, if necessary, from all other stockholders whose Shares are properly tendered and not withdrawn at or below the Purchase Price. WE ARE THE HOLDER OF RECORD OF SHARES HELD FOR YOUR ACCOUNT. AS SUCH, WE ARE THE ONLY ONES WHO CAN TENDER YOUR SHARES, AND THEN ONLY PURSUANT TO YOUR INSTRUCTIONS. WE ARE SENDING YOU THE LETTER OF TRANSMITTAL FOR YOUR INFORMATION ONLY; YOU CANNOT USE IT TO TENDER SHARES WE HOLD FOR YOUR ACCOUNT. Please instruct us as to whether you wish us to tender any or all of the Shares we hold for your account on the terms and subject to the conditions of the Offer. We call your attention to the following: 1. You may tender Shares at prices (in increments of $0.25), net to you in cash, not greater than $25.00 nor less than $22.00 per Share, as indicated in the attached Instruction Form. 2. The Offer is not conditioned on any minimum number of Shares being tendered. The Offer is, however, subject to certain other conditions set forth in the Offer. See Section 6 of the Offer to Purchase. 3. The Offer, proration period and withdrawal rights will expire at 12:00 Midnight, New York City time, on Tuesday, April 22, 1997, unless the Company extends the Offer. 4. The Offer is for up to 1,100,000 Shares, constituting approximately 8.0% of the Shares outstanding as of March 24, 1997 and approximately 7.5% of the Shares outstanding as of such date on a fully diluted basis (assuming the exercise of all outstanding stock options and the vesting of all outstanding performance share awards). The Company reserves the right to purchase more than 1,100,000 Shares pursuant to the Offer. 5. Tendering stockholders will not be obligated to pay any brokerage commissions, solicitation fees, odd lot discounts or, subject to Instruction 7 of the Letter of Transmittal, stock transfer taxes on the Company's purchase of Shares pursuant to the Offer. 6. If you owned beneficially as of the close of business on March 24, 1997, and continue to own beneficially as of the Expiration Date, an aggregate of fewer than 100 Shares, and you instruct us to tender on your behalf all such Shares at or below the Purchase Price and do not withdraw such Shares before the expiration of the Offer and check the box captioned "Odd Lots" in the attached Instruction Form, the Company, upon the terms and subject to the conditions of the Offer, will accept all such Shares for purchase before proration, if any, of the purchase of other Shares tendered and not withdrawn at or below the Purchase Price. 7. If you wish to tender portions of your Shares at different prices you must complete a separate Instruction Form for each price at which you wish to tender each such portion of your Shares. We must submit separate Letters of Transmittal on your behalf for each price you will accept. The same Shares may not be tendered at more than one price. If you wish to have us tender any or all of your Shares please so instruct us by completing, executing, detaching and returning to us the attached Instruction Form. An envelope to return your Instruction Form to us is enclosed. If you authorize us to tender your Shares, we will tender all such Shares unless you specify otherwise on the attached Instruction Form. A tendering stockholder may condition the tender of Shares upon the purchase by the Company of a specified minimum number of Shares tendered, all as described in Section 3 of the Offer to Purchase. Unless such specified minimum is purchased by the Company pursuant to the terms of the Offer, none of the Shares tendered by the stockholder will be purchased. If you wish us to condition your tender upon the purchase of a specified minimum number of Shares, please complete the box entitled "Conditional Tender" on the Instruction Form. It is the tendering stockholder's responsibility to calculate such minimum number of Shares, and you are urged to consult with your own tax advisor. 2 YOUR INSTRUCTION FORM SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF ON OR BEFORE THE EXPIRATION DATE. THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, APRIL 22, 1997, UNLESS THE COMPANY EXTENDS THE OFFER. As described in Section 1 of the Offer to Purchase, upon the terms and subject to the conditions of the Offer, if, before the Expiration Date, more than 1,100,000 Shares (or such greater number of Shares as the Company elects to purchase) are properly tendered and not withdrawn at or below the Purchase Price, the Company will accept Shares for purchase in the following order of priority: (a) first, all Shares properly tendered and not withdrawn at or below the Purchase Price prior to the Expiration Date by or on behalf of any Odd Lot Owner who: (1) tenders all Shares beneficially owned by such Odd Lot Owner at or below the Purchase Price (partial and conditional tenders will not qualify for this preference); and (2) completes the box captioned "Odd Lots" on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery; and (b) then, after purchase of all of the foregoing Shares, subject to the conditional tender provisions described in Section 3 of the Offer to Purchase, all other Shares properly tendered and not withdrawn at or below the Purchase Price prior to the Expiration Date on a pro rata basis, if necessary (with adjustments to avoid purchases of fractional Shares). The Offer is not being made to, nor will the Company accept tenders from, holders of Shares in any jurisdiction in which the Offer or its acceptance would not comply with the securities or Blue Sky laws of such jurisdiction. The Company is not aware of any jurisdiction in which the making of the Offer or the tender of Shares would not be in compliance with the laws of such jurisdiction. If the Company becomes aware of any jurisdiction where the making of the Offer is not in compliance with any valid applicable law, the Company will make a good faith effort to comply with such law. If, after such good faith effort, the Company cannot comply with such law, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Shares residing in such jurisdiction. In any jurisdiction the securities or Blue Sky laws of which require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on the Company's behalf by Lehman Brothers as Dealer Manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. STOCKHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE TENDERED. THE COMPANY HAS BEEN ADVISED THAT NONE OF ITS DIRECTORS OR EXECUTIVE OFFICERS INTENDS TO TENDER SHARES PURSUANT TO THE OFFER. SEE SECTION 8 OF THE OFFER TO PURCHASE. 3 INSTRUCTION FORM WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH UP TO 1,100,000 SHARES OF COMMON STOCK (INCLUDING THE ASSOCIATED JUNIOR PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS) OF WYNN'S INTERNATIONAL, INC. AT A PURCHASE PRICE NOT GREATER THAN $25.00 NOR LESS THAN $22.00 PER SHARE The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated March 26, 1997, and the related Letter of Transmittal (which together constitute the "Offer"), in connection with the offer by Wynn's International, Inc., a Delaware corporation (the "Company"), to purchase for cash up to 1,100,000 shares of its Common Stock, $1.00 par value per share (the "Shares") (including the associated Junior Participating Preferred Stock Purchase Rights (the "Rights") issued pursuant to the Rights Agreement, dated as of March 3, 1989, as amended, between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent), at a price not greater than $25.00 nor less than $22.00 per Share, net to the seller in cash, upon the terms and subject to the conditions of the Offer. Unless the Rights are redeemed by the Company prior to the expiration of the Offer, a tender of Shares will also constitute a tender of the Rights. Unless the context requires otherwise, all references herein to the Shares shall include the Rights. The undersigned understands that the Company will, upon the terms and subject to the conditions of the Offer, determine a single per Share price (not greater than $25.00 nor less than $22.00 per Share) (the "Purchase Price") that it will pay for Shares properly tendered and not withdrawn pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering stockholders. The Company will select the lowest Purchase Price that will allow it to purchase 1,100,000 Shares (or such lesser number of Shares as are properly tendered and not withdrawn at prices not greater than $25.00 nor less than $22.00 per Share) pursuant to the Offer. All Shares properly tendered and not withdrawn at prices at or below the Purchase Price will be purchased at the Purchase Price, net to the seller in cash, upon the terms and subject to the conditions of the Offer, including the proration and conditional tender provisions thereof. The Company will return all other Shares, including Shares tendered and not withdrawn at prices greater than the Purchase Price, Shares not purchased because of proration and Shares conditionally tendered and not accepted for purchase. See Section 1 of the Offer to Purchase. The undersigned hereby instruct(s) you to tender to the Company the number of Shares indicated below or, if no number is indicated, all Shares you hold for the account of the undersigned, at the price per Share indicated below, pursuant to the terms and subject to the conditions of the Offer. 4 NUMBER OF SHARES TENDERED Aggregate number of Shares to be tendered by you for the undersigned: ________________________ Shares UNLESS THIS BOX HAS BEEN COMPLETED, ALL OF THE SHARES HELD FOR THE ACCOUNT OF THE UNDERSIGNED WILL BE TENDERED. PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED (EXCEPT AS PROVIDED IN THE "ODD LOTS" BOX BELOW), THERE IS NO PROPER TENDER OF SHARES. / / $22.00 / / $22.75 / / $23.50 / / $24.25 / / $25.00 / / $22.25 / / $23.00 / / $23.75 / / $24.50 / / $22.50 / / $23.25 / / $24.00 / / $24.75
IF SHARES ARE TO BE TENDERED AT MORE THAN ONE PRICE, USE A SEPARATE INSTRUCTION FORM FOR EACH PRICE SPECIFIED. ODD LOTS To be completed ONLY if the undersigned owned beneficially as of the close of business on March 24, 1997, and continues to own beneficially as of the Expiration Date, an aggregate of fewer than 100 Shares. / / By checking this box, the undersigned represents that the undersigned was the beneficial owner, as of the close of business on March 24, 1997, and will continue to be the beneficial owner as of the Expiration Date, of an aggregate of fewer than 100 Shares and is instructing you to tender all such Shares. In addition, the undersigned instructs you to tender the Shares either (check one): / / at the Purchase Price determined by the Company in accordance with the terms of the Offer (persons checking this box need not indicate the price per Share in the box above entitled "Price (In Dollars) Per Share At Which Shares Are Being Tendered"); or / / at the price per Share indicated in the box above entitled "Price (In Dollars) Per Share At Which Shares Are Being Tendered." ODD LOT SHARES CANNOT BE CONDITIONALLY TENDERED. 5 CONDITIONAL TENDER A tendering stockholder may condition such stockholder's tender of Shares upon the purchase by the Company of a specified minimum number of Shares tendered, all as described in the Offer to Purchase, particularly in Section 3 thereof. Unless at least such minimum number of Shares is purchased by the Company pursuant to the terms of the Offer, none of the Shares tendered will be purchased. It is the tendering stockholder's responsibility to calculate such minimum number of Shares, and each stockholder is urged to consult with such stockholder's own tax advisor. UNLESS THIS BOX HAS BEEN COMPLETED AND A MINIMUM NUMBER OF SHARES TENDERED IS SPECIFIED, THE TENDER WILL BE DEEMED UNCONDITIONAL. Minimum number of Shares that must be purchased, if any are purchased: ____________ Shares SIGNATURE BOX SIGNATURE(S) _________________________________________________________________ ____________________________________________________________________ DATED ________________________________________________________________________ NAME(S) AND ADDRESS(ES) ______________________________________________________ (PLEASE PRINT) _______________________________________ _______________________________________ AREA CODE AND TELEPHONE NUMBER _____________________________________________________________ TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER _______________________________________________________ 6 EX-99.(A)(6) 7 EXHIBIT 99.(A)(6) GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 SECTION REFERENCES ARE TO THE INTERNAL REVENUE CODE. PURPOSE OF FORM. -- A person who is required to file an information return with the IRS must obtain your correct TIN to report income paid to you, real estate transactions, mortgage interest you paid, the acquisition or abandonment of secured property, or contributions you made to an IRA. Use Form W-9 to furnish your correct TIN to the requester (the person asking you to furnish your TIN) and, when applicable, (1) to certify that the TIN you are furnishing is correct (or that you are waiting for a number to be issued), (2) to certify that you are not subject to backup withholding, and (3) to claim exemption from backup withholding if you are an exempt payee. Furnishing your correct TIN and making the appropriate certifications will prevent certain payments from being subject to backup withholding. NOTE: IF A REQUESTER GIVES YOU A FORM OTHER THAN A W-9 TO REQUEST YOUR TIN, YOU MUST USE THE REQUESTER'S SUBSTITUTE FORM W-9. HOW TO OBTAIN A TIN. -- If you do not have a TIN, apply for one immediately. To apply, get Form SS-5, Application for a Social Security Card (for individuals), from your local office of the Social Security Administration, or Form SS-4, Application for Employer Identification Number (for businesses and all other entities), from your local IRS office. To complete Form W-9 if you do not have a TIN, write "Applied for" in the space for the TIN in Part I, sign and date the form, and give it to the requester. Generally, you must obtain a TIN and furnish it to the requester by the time of payment. If the requester does not receive your TIN by the time of payment, backup withholding, if applicable, will begin and continue until you furnish your TIN to the requester. NOTE: WRITING "APPLIED FOR" ON THE FORM MEANS THAT YOU HAVE ALREADY APPLIED FOR A TIN OR THAT YOU INTEND TO APPLY FOR ONE IN THE NEAR FUTURE. As soon as you receive your TIN, complete another Form W-9, include your TIN, sign and date the form, and give it to the requester. WHAT IS BACKUP WITHHOLDING? -- Persons making certain payments to you are required to withhold and pay to the IRS 31% of such payments under certain conditions. This is called "backup withholding." Payments that could be subject to backup withholding include interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee compensation, and certain payments from fishing boat operators, but do not include real estate transactions. If you give the requester your correct TIN, make the appropriate certifications, and report all your taxable interest and dividends on your tax return, your payments will not be subject to backup withholding. Payments you receive will be subject to backup withholding if: (1) You do not furnish your TIN to the requester, or (2) The IRS notifies the requester that you furnished an incorrect TIN, or (3) You are notified by the IRS that you are subject to backup withholding because you failed to report all your interest and dividends on your tax return (for reportable interest and dividends only), or (4) You do not certify to the requester that you are not subject to backup withholding under 3 above (for reportable interest and dividend accounts opened after 1983 only), or (5) You do not certify your TIN. This applies only to reportable interest, dividend, broker, or barter exchange accounts opened after 1983, or broker accounts considered inactive in 1983. Except as explained in 5 above, other reportable payments are subject to backup withholding only if 1 or 2 above applies. Certain payees and payments are exempt from backup withholding and information reporting. See Payees Exempt From Backup Withholding, below. PAYEES EXEMPT FROM BACKUP WITHHOLDING. -- Individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends. For more information on exempt payees, please consult your tax advisor. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding. Enter your correct TIN in Part I, write "Exempt" in Part II, and sign and date the form. If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester a completed Form W-8, Certificate of Foreign Status. PENALTIES. (1) FAILURE TO FURNISH TIN. -- If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. (2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. (3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. (4) MISUSE OF TINS. -- If the requester discloses or uses TINs in violation of Federal law, the requester may be subject to civil and criminal penalties. NAME. -- If you are an individual, you must generally provide the name shown on your social security card. However, if you have changed your last name, for instance, due to marriage, without informing the Social Security Administration of the name change, please enter your first name, the last name shown on your social security card, and your new last name. If you are a sole proprietor, you must furnish your individual name and either your SSN or EIN. You may also enter your business name or "doing business as" name on the business name line. Enter your name(s) as shown on your social security card and/or as it was used to apply for your EIN on Form SS-4. SIGNING THE CERTIFICATION. (1) INTEREST, DIVIDEND, AND BARTER EXCHANGE ACCOUNTS OPENED BEFORE 1984 AND BROKER ACCOUNTS CONSIDERED ACTIVE DURING 1983. -- You are required to furnish your correct TIN, but you are not required to sign the certification. (2) INTEREST, DIVIDEND, BROKER AND BARTER EXCHANGE ACCOUNTS OPENED AFTER 1983 AND BROKER ACCOUNTS CONSIDERED INACTIVE DURING 1983. -- You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. (3) REAL ESTATE TRANSACTIONS. -- You must sign the certification. You may cross out item 2 of the certification. (4) OTHER PAYMENTS. -- You are required to furnish your correct TIN, but you are not required to sign the certification unless you have been notified of an incorrect TIN. Other payments include payments made in the course of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services, payments to a nonemployee for services (including attorney and accounting fees), and payments to certain fishing boat crew members. (5) MORTGAGE INTEREST PAID BY YOU, ACQUISITION OR ABANDONMENT OF SECURED PROPERTY, OR IRA CONTRIBUTIONS. -- You are required to furnish your correct TIN, but you are not required to sign the certification. (6) SIGNATURE. -- For a joint account, only the person whose TIN is shown in Part I should sign. (7) PRIVACY ACT NOTICE. -- Section 6109 requires you to furnish your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, or contributions you made to an IRA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 31% of taxable interest, dividend and certain other payments to a payee who does not furnish a TIN to a payer. Certain penalties may also apply. WHAT NAME AND NUMBER TO GIVE THE REQUESTER
- --------------------------------------------------------------------------- GIVE NAME AND EMPLOYER IDENTIFICATION FOR THIS TYPE OF ACCOUNT NUMBER OF: - --------------------------------------------------------------------------- 1. Individual The individual 2. Two or more individuals The actual owner of the account, (joint account) or, if combined funds, the first individual on the account(1) 3. Custodian account of a minor The minor(2) (Uniform Gift to Minors Act) 4. a. The usual revocable savings The grantor-trustee(1) trust (grantor is also trustee) b. The so-called trust account The actual owner(1) that is not a legal or valid trust under state law 5. Sole proprietorship The owner(3) - --------------------------------------------------------------------------- - --------------------------------------------------------------------------- GIVE NAME AND EMPLOYER IDENTIFICATION FOR THIS TYPE OF ACCOUNT NUMBER OF: - --------------------------------------------------------------------------- 6. A valid trust, estate, or pension Legal entity(4) trust 7. Corporate The organization 8. Association, club, religious, The organization charitable, educational, or other tax-exempt organization 9. Partnership The partnership 10. A broker or registered nominee The broker or nominee 11. Account with the Department of The public entity Agriculture in the name of a public entity (such as a state or local government, school district or prison) that receives agriculture program payments - ---------------------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish. (2) Circle the minor's name and furnish the minor's Social Security Number. (3) Show your individual name. You may also enter your business name. You may use your Social Security Number or Employer Identification Number. (4) List first and circle the name of the legal trust, estate or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) NOTE: IF NO NAME IS CIRCLED WHEN THERE IS MORE THAN ONE NAME, THE NUMBER WILL BE CONSIDERED TO BE THAT OF THE FIRST NAME LISTED. EX-99.(A)(7) 8 EXHIBIT 99.(A)(7) Wynn's International, Inc. NEWS RELEASE 500 North State College Boulevard Suite 700 Orange, California 92868 Post Office Box 14143 Orange, California 92863-1543 Telephone (714) 938-3700 FAX (714) 938-3739 - -------------------------------------------------------------------------------- CONTACT: James Carroll Chairman of the Board and Chief Executive Officer (615) 444-0191 FOR IMMEDIATE RELEASE WYNN'S INTERNATIONAL, INC. ANNOUNCES TENDER OFFER FOR SHARES OF ITS COMMON STOCK ORANGE, Calif., March 24, 1997 -- Wynn's International, Inc. (NYSE:WN) announced today that it will commence a "Dutch Auction" tender offer to purchase for cash up to 1,100,000 shares, or approximately 8.0%, of its issued and outstanding Common Stock. The tender offer will commence on Wednesday, March 26, 1997, and will expire, unless extended by the Company, at 12:00 Midnight (Eastern time) on Tuesday, April 22, 1997. The purchase price for shares purchased in the tender offer will be an amount not greater than $25.00 nor less than $22.00 per share, net to the seller in cash. The terms and conditions of the tender offer are described more fully in the Offer to Purchase and Letter of Transmittal, which will be mailed to stockholders of record and distributed to beneficial owners of the Company's Common Stock. The Company has retained Lehman Brothers to act as its financial advisor and dealer manager for the tender offer. In a Dutch Auction tender offer, the Company sets a price range, and stockholders have an opportunity to specify the prices within that range at which they are willing to sell shares. After the expiration of the tender offer, the Company will determine a single per share price to be paid for each share purchased, taking into consideration the number of shares tendered and the prices specified by tendering stockholders. If the tender offer is oversubscribed, only shares properly tendered at or below the purchase price determined by the Company and not withdrawn will be eligible for purchase on a prorated basis. The Company reserves the right to purchase more than 1,100,000 shares pursuant to the tender offer. The tender offer is not conditioned upon any minimum number of shares being tendered. ----more Wynn's International, Inc. Page 2 On March 24, 1997, the last New York Stock Exchange trading day prior to the announcement of the tender offer, the closing price of the Common Stock was $22.875 per share. As of March 24, 1997, the Company had issued and outstanding 13,714,717 shares of Common Stock. James Carroll, Chairman of the Board and Chief Executive Officer of the Company, commented on the tender offer, saying, "Over the past several years the Company has generated substantial excess cash. After considering alternative uses for the excess cash, we believe that the Dutch Auction tender offer is the preferable alternative for enhancing stockholder value. In addition, we believe that, in light of the Company's strong financial position, the completion of the tender offer should not affect the Company's prospects for future growth or impede possible future acquisitions." Wynn's International, Inc., founded in 1939, is a worldwide supplier of high quality O-rings, sealing products, specialty chemical products, equipment, and related service programs, and builders hardware supplies. The Company has 1,962 employees and is headquartered at 500 North State College Boulevard, Suite 700, Orange, California 92868, telephone: (714) 938-3700. * * * EX-99.(A)(8) 9 EXHIBIT 99.(A)(8) March 26, 1997 To Our Stockholders: Wynn's International, Inc. (the "Company") is offering to purchase from its stockholders up to 1,100,000 shares (including the associated Junior Participating Preferred Stock Purchase Rights), or approximately 8.0%, of its outstanding Common Stock. The price will not be greater than $25.00 nor less than $22.00 per share. The Company is conducting the offer through a procedure commonly referred to as a "Dutch Auction." This procedure allows you to select the price within the specified price range at which you are willing to sell your shares to the Company. The actual purchase price will be determined by the Company in accordance with the terms of the offer. The offer is explained in detail in the enclosed Offer to Purchase and Letter of Transmittal. If you wish to tender your shares, instructions on how to tender shares are provided in the enclosed materials. We encourage you to read these materials carefully before making any decision with respect to the offer. Neither the Company nor your Board of Directors makes any recommendation to any stockholder whether to tender all or any shares. Please note that the offer is scheduled to expire at 12:00 Midnight, New York City time, on Tuesday, April 22, 1997, unless extended by the Company. If you have any questions regarding the offer or need assistance in tendering your shares or additional copies of the enclosed materials, please call D. F. King & Co., Inc., the Information Agent for the offer, at (800) 207-2014, or Lehman Brothers, the Dealer Manager for the offer, at (415) 274-5263 (you may call collect). /s/ James Carroll /s/ John W. Huber James Carroll John W. Huber Chairman of the Board and President and Chief Executive Officer Chief Operating Officer
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